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 17, 2000. Refiled for EDGAR indexing
purposes only.
<PAGE>
[Weyerhaeuser Company logo]
News Release
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE
FEDERAL WAY, Wash., November 16, 2000 - Weyerhaeuser Company (NYSE: WY)
today sent a letter to William Swindells, Chairman and Duane McDougall,
President and Chief Executive Officer of Willamette Industries, Inc. (NYSE:
WLL). The full text of the letter follows:
November 16, 2000
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: William Swindells
Chairman
Duane C. McDougall
President & Chief Executive Officer
Dear Bill and Duane:
As we announced yesterday, we were disappointed by your reaction to our
fully financed, all cash $48 per share proposal. We are convinced that the
overwhelming majority of your shareholders support Willamette entering
into discussions with us promptly so that they can realize the benefits of
our proposal as soon as possible.
Please understand, we are committed to completing this transaction. We
believe it is in the interests of both companies' shareholders as well as
the interests of employees and other constituencies to move as rapidly as
possible. We are currently reviewing our options, and strongly discourage
you from initiating any actions that may impede or delay a combination
with Weyerhaeuser and impair Willamette shareholder value.
Sincerely,
/s/
Steven R. Rogel
Chairman, President
and Chief Executive Officer
<PAGE>
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
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
