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.
---------------------------
(Name of Registrant as Specified in its Charter)
---------------------------
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:
<PAGE>
EXPLANATORY NOTE
Originally filed on November 13, 2000. Refiled for EDGAR indexing
purposes only.
<PAGE>
[Weyerhaeuser Company logo]
Creating the Premier Forest
Products Company
[Image of Conifer]
November 2000
<PAGE>
Forward Looking Statements
These slides include "forward-looking statements" that express
expectations of future events on results. All statements based on
future expectations rather than on historical facts are
forward-looking statements that involve a number of risks and
uncertainties, and the Weyerhaeuser Company ("Weyerhaeuser")
cannot give assurance that such statements will prove to be
correct.
[Weyerhaeuser Company logo]
<PAGE>
Proposal Overview
o $48 per share in cash
o 38% premium to Willamette share price and 60% premium to 60-day
average (1)
o Aggregate pro forma transaction value is $7.0 billion, including
$1.7 billion of assumed debt
o Merger expected to be accretive to cash flow, earnings per share
and shareholder value
o Combination expected to generate $300MM of annual synergies
o Expect to retain investment grade credit rating
o Purchase accounting
o Weyerhaeuser has received financing commitments necessary to
complete transaction
Note: (1) As of November 10, 2000.
[Weyerhaeuser Company logo]
<PAGE>
Strategic Rationale
o Willamette is a unique fit with Weyerhaeuser's core product
portfolio
o Strengthens Weyerhaeuser's strong containerboard position
o Creates efficient scale in uncoated freesheet system
o Enhances Weyerhaeuser's position in traditional and
engineered wood products
o High quality, well located timberlands
o Creates opportunity to rationalize assets and lower costs in our
Pulp, Paper & Packaging and Wood Products businesses
o Complementary management strengths and cultures
[Weyerhaeuser Company logo]
<PAGE>
Strategic Rationale (cont'd)
o Accretive in Year 1
o Significant cost savings and synergies expected
o Operating costs
o Capital expenditures
o Combined business has better prospects than either company on a
stand-alone basis
Creates the premier forest products company
[Weyerhaeuser Company logo]
<PAGE>
Consistent with Strategic Vision
Positions Weyerhaeuser to be the best forest
products company in the world
o Create shareholder value
o Growth through disciplined acquisitions
o Strengthen core businesses
o Drive manufacturing and support services efficiencies to
higher levels
o Allocate capital more effectively
o Willamette fits all of these criteria
[Weyerhaeuser Company logo]
<PAGE>
Consistent with Financial Strategy
o Strongly accretive
o Cash flow and earnings per share
o Accelerates long-term earnings growth
o Efficient and effective use of capital
o Capital expenditure discipline
o Maintains sound capital structure and investment grade credit
ratings
[Weyerhaeuser Company logo]
<PAGE>
Ability to Deliver
o Disciplined approach to acquisitions
o Growth and focus in core businesses
o Successful record of acquiring and integrating
o MacMillan Bloedel
o Trus Joist International
o Dryden Mill
o Proven management track record of capturing synergies
[Weyerhaeuser Company logo]
<PAGE>
Synergies
o $300MM of synergies achievable within 3 years (1)
o 40% by year 1
o 80% by year 2
o 100% by year 3
o In line with precedent transactions
Note: (1) Based on industry and public information.
[Weyerhaeuser Company logo]
<PAGE>
Pro Forma Overview
(Dollars in millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Weyerhaeuser +
2000E Statistics (1) Weyerhaeuser Willamette Willamette
-------------------- ------------ ---------- --------------
Revenues $15,492 $4,479 $19,971
EBITDA 2,583 971 3,854 (2)
Capital Expenditures 750 400 1,150
DD&A 797 310 1,107
Deferred Taxes 140 95 235
</TABLE>
Notes: (1) Weyerhaeuser and Willamette 2000E operating numbers based
on Morgan Stanley Dean Witter equity research.
(2) Pro Forma 2000E EBITDA includes $300 MM of synergies for
illustrative purposes. $300MM in annual synergies expected
to be achieved by 2003.
[Weyerhaeuser Company logo]
<PAGE>
Pro Forma Overview (cont'd)
Weyerhaeuser Willamette
------------ ----------
[Pie Chart] [Pie Chart]
Timberlands/Wood Products 53% Timberlands/
Wood Products 31%
Real Estate 8%
Pulp, Paper
& Packaging 69%
Pulp, Paper
& Packaging 39%
2000E Total Sales: $15.5Bn 2000E Total Sales: $4.5Bn
Combined
--------
[Pie Chart]
Timberlands/Wood Products 48%
Real Estate 6%
Pulp, Paper
& Packaging 46%
2000E Total Sales: $20.0Bn
Source: Morgan Stanley Dean Witter equity research estimates
[Weyerhaeuser Company logo]
<PAGE>
Pro Forma Credit Profile (1)
(Dollars in millions)
<TABLE>
<CAPTION>
<S> <C> <C>
Pro Forma
Weyerhaeuser Weyerhaeuser/Willamette (2)
------------ -----------------------
Total Debt $4,932 $12,061
Cash $73 $89
Total Book Equity $6,463 $6,463
EBITDA/Interest 8.8x 3.8x
Total Debt/EBITDA 2.1x 3.3x
Debt/Total Capitalization (3) 36.4% 56.9%
FFO/Total Debt 32.7% 17.6%
Credit Rating A3/A
</TABLE>
Retains sound capital structure and investment grade credit rating
Notes: (1) Excludes WRECO statistics. Based on 2000E Morgan Stanley
Dean Witter equity research estimates.
(2) Includes $300MM of synergies.
(3) Total Capitalization is defined as book equity + debt +
deferred taxes - cash.
[Weyerhaeuser Company logo]
<PAGE>
Overview by Grade Pro Forma Capacity
Pulp, Paper & Packaging
Weyerhaeuser Willamette
------------ ----------
[Pie Chart] [Pie Chart]
Containerboard 48% Containerboard/54%
Uncoated Uncoated
Freesheet 15% Freesheet 42%
Market Pulp 28% Market Pulp 4%
Other 9%
Total: 9.0MM STPY Total: 3.4MM STPY
Combined
--------
[Pie Chart]
Containerboard 49%
Uncoated Freesheet 23%
Market Pulp 21%
Other 7%
Total: 12.4MM STPY
Source: Miller Freeman 1999 adjusted for announced changes to capacity.
[Weyerhaeuser Company logo]
<PAGE>
Complementary Assets - U.S. Pulp and Papermaking
[Maps of the United States, Canada and Mexico indicating
locations of Weyerhaeuser and Willamette pulp and
papermaking facilities]
Source: Miller Freeman 1999, Company Data
[Weyerhaeuser Company logo]
<PAGE>
Complementary Assets - Wood Products
[Maps of the United States, Canada, Ireland, France, Mexico,
Australia and New Zealand indicating location of
Weyerhaeuser and Willamette wood products facilities]
Source: Company Data
[Weyerhaeuser Company logo]
<PAGE>
Complementary Assets - Timberlands Ownership (1)
(Acres in thousands)
Western Coastal Canadian (2)
Timberlands -----------------------------
--------------- Weyerhaeuser (cutting rights) 33,500
Weyerhaeuser 1,960 Weyerhaeuser (owned) 663
Willamette 610
[Maps of the United States, Canada, Australia, New Zealand and
Uruguay indicating location of Weyerhaeuser and
Willamette timberlands]
Weyerhaeuser - International (3)
---------------------------- Southern Timberlands
New Zealand (leased) 151 --------------------
New Zealand (owned) 42 Weyerhaeuser (owned) 3,290
Australia 63 Weyerhaeuser (leased) 490
Uruguay 237 Willamette 1,118
Notes: (1) Does not include controlled acreage.
(2) Forests in Canada are publicly owned and administered by provincial
governments. Weyerhaeuser Canada holds renewable, long term licenses
on 32.8MM acres in five provinces and owns 663,000 acres in British
Columbia.
(3) Joint venture ownership. Source: Company Data
[Weyerhaeuser Company logo]
<PAGE>
Enhanced Industry Position
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Top Global Containerboard & Kraft Producers Top Global Uncoated Freesheet Producers
Rank Company Capacity Rank Company Capacity
---- ------- -------- ---- ------- --------
(MSTPY) (MSTPY)
1 Smurfit-Stone Container 7,770 1 International Paper (2) 5,504
2 International Paper (1) 6,126 2 Weyerhaeuser + Willamette 2,799
3 Weyerhaeuser + Willamette 6,100 3 Asia Pulp & Paper 2,724
(3) Weyerhaeuser 4,270 4 Georgia-Pacific + Fort James 2,715
4 Georgia-Pacific + Fort James 3,946 5 Nippon + Daishowa 2,542
5 Jefferson Smurfit 3,188 (9) Willamette 1,415
(12) Willamette 1,830 (10) Weyerhaeuser 1,384
Rank Company Capacity Rank Company Capacity
---- ------- -------- ---- ------- --------
(M Acres) (MMSqFt, 3/8")
1 International Paper 14,023 1 Georgia-Pacific + Fort James 7,642
2 Weyerhaeuser + Willamette 7,731 2 Louisiana Pacific 6,555
3 Plum Creek + The Timber Company 7,555 3 Weyerhaeuser + Willamette(3) 6,380
(3) Weyerhaeuser 6,003 (3) Weyerhaeuser 4,736
4 Canfor 4,370 4 International Paper 3,165
5 Rayonier 3,232 5 Boise Cascade 1,955
(11) Willamette 1,730 (7) Willamette (3) 1,644
</TABLE>
Notes: (1) Excludes 230,000 tons slated for closure as announced on
October 19, 2000.
(2) Excludes 820,000 tons slated for closure as announced on
October 19, 2000.
(3) Excludes Dallas, Oregon (closed) and Ruston, Texas plywood mills
(in the process of closing)
Sources: Miller Freeman 1999, public data
[Weyerhaeuser Company logo]
<PAGE>
Weyerhaeuser's Commitment to Transaction
o Committed to completing value-enhancing transaction
o Weyerhaeuser has received financing commitments necessary to
complete transaction
o Confident of obtaining regulatory approvals
o Confident that proposal to Willamette represents a compelling
opportunity
[Weyerhaeuser Company logo]
<PAGE>
Longstanding Interest in Willamette
o August 11, 1998 Weyerhaeuser sends letter to Willamette
Board of Directors offering to merge in a
stock-for-stock transaction
o August 20, 1998 Willamette Board rejects offer
* * * * * * * * * * * * *
o August 2, 2000 Weyerhaeuser Chairman calls Willamette Chairman
to reaffirm interest in Willamette
o August 28, 2000 Weyerhaeuser meets with Willamette, proposing
to acquire Willamette in a part stock, part
cash transaction
o September 8, 2000 Willamette Board rejects offer
o November 6, 2000 Weyerhaeuser proposes to acquire Willamette
for $48 per share in cash
o November 9, 2000 Willamette Board fails to act on proposal
o November 13, 2000 Weyerhaeuser publicly announces proposal
[Weyerhaeuser Company logo]
<PAGE>
Creating the Premier Forest Products Company
Weyerhaeuser / Willamette
Combination
-------------------------
o Value for shareholders of both companies |X|
o Accretive to cash flow, earnings per share
and shareholder value |X|
o $300MM in annual synergies |X|
o Track record of performance |X|
o Enhanced manufacturing scale and product position |X|
o Strengthens capital management discipline |X|
o Expect to retain investment grade credit rating |X|
o Sustainable forestry management |X|
o Complementary management and cultures |X|
[Weyerhaeuser Company logo]
<PAGE>
[Weyerhaeuser Company logo]
The future is growing...
[Weyerhaeuser Company logo]
<PAGE>
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 Securities and Exchange 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.
[Weyerhaeuser Company logo]
