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 December 13, 2000. Refiled for EDGAR indexing
purposes only.
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News Release
[Weyerhaeuser Company logo]
For Immediate Release
WEYERHAEUSER COMPANY DISAPPOINTED WITH WILLAMETTE
INDUSTRIES, INC.'S REJECTION OF ITS CASH TENDER OFFER
FEDERAL WAY, Wash., December 12, 2000 - Weyerhaeuser Company (NYSE:
WY) today issued the following statement in response to Willamette
Industries' (NYSE: WLL) announcement that its Board of Directors has
recommended that its shareholders reject Weyerhaeuser's cash tender offer
to acquire all of Willamette's outstanding common stock for $48 per share.
Weyerhaeuser stated, "We are disappointed that the Willamette board has
rejected our all cash tender offer and continues to refuse to negotiate
with us. Despite the fact that our offer would provide Willamette
shareholders with a substantial premium, Willamette has given no indication
as to how they would create value for shareholders that comes close to the
value created by our offer. The employees and other constituencies of both
companies would also benefit from the enhanced strength of the combined
company.
"It is unfortunate that despite our repeated attempts to begin meaningful
discussions, the only concrete action the Willamette board has taken since
the announcement of our offer is to expand its 'golden parachute' severance
packages. We urge Willamette shareholders to tender their shares and send a
message to the board and management of Willamette - this transaction is too
compelling to ignore and Willamette's delaying tactics are only costing
Willamette shareholders money.
"We believe that our current estimate of $300 million in synergies is
realistic and achievable. If Willamette's management believes that there
are greater synergies inherent in the proposed transaction, rather than
confuse shareholders with irrelevant numbers, they should discuss with us
what is real.
"Weyerhaeuser believes in the importance of listening to what constituents
are saying. Willamette should do the same - listen to its shareholders and
negotiate a transaction with Weyerhaeuser."
Weyerhaeuser also announced that it has commenced litigation against
Willamette in the Oregon Circuit Court for Multnomah County. By letter
dated November 29, Weyerhaeuser exercised its legal right to demand
inspection of Willamette's shareholder lists, books and records. The suit
results from Willamette's failure to provide Weyerhaeuser with materials in
response to that request, as required by law.
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As previously announced on November 29, 2000, the tender offer and
withdrawal rights are scheduled to expire at 12:00 midnight E.S.T., January
4, 2001, unless extended.
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.
Investors and security holders are urged to read any proxy statement
regarding the proposed business combination transaction referenced in the
foregoing information, when it becomes available, because it will contain
important information. Each such proxy statement will be filed with the
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.
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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 shareholders of Willamette by Weyerhaeuser and CHI is available in a
filing made by Weyerhaeuser with the Commission pursuant to Rule 14a-12 on
December 12, 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 F. McAuley (Managing Director
of Investor 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 Eyles 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.
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2. Securities of Weyerhaeuser
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Weyerhaeuser
Common Shares Weyerhaeuser
and Exchangeable Common Share Weyerhaeuser
Name and Title Shares(1) Equivalents(2) Options(3)
William R. Corbin 4,048 14,016 202,890
(Executive Vice
President, Wood
Products)
Robert A. Dowdy 2,064 3,926 70,354
(Vice President and
General Counsel of
CHI)
W. John Driscoll 3,904,064 2,088 --
(Director)
C. William Gaynor 1,647 -- 32,819
(Senior Vice
President, Canada)
Richard C. Gozon 30,251 14,762 202,890
(Executive Vice
President, Pulp, Paper
and Packaging)
Claire S. Grace 237 12 2,270
(Director and
Secretary of CHI)
Richard E. Hanson 4,755 10,596 72,668
(Senior Vice
President,
Timberlands)
Richard F. Haskayne 3,000 1,008 4,629
(Director)
Robert J. Herbold 200 1,261 --
(Director)
Steven R. Hill (Senior 9,245 -- 106,580
Vice President,
Human Resources)
Mack L. Hogans 3,602 4,143 86,810
(Senior Vice
President, Corporate
Affairs)
Martha R. Ingram 263,048 14,470 --
(Director)
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Weyerhaeuser
Common Shares Weyerhaeuser
and Exchangeable Common Share Weyerhaeuser
Name and Title Shares(1) Equivalents(2) Options(3)
John I. Kieckhefer 4,481,928 10,855 --
(Director)
Arnold G. Langbo 200 1,064 --
(Director)
Donald F. 400 3,234 --
Mazankowski
(Director)
Kathryn F. McAuley 600 -- --
(Managing Director of
Investor Relations)
Jeffrey W. Nitta 12,510 297 16,205
(Director and
Assistant Treasurer of
CHI)
Larry W. Pollock 20 5,259 54,495
(Vice President and
Assistant Secretary of
CHI)
Steven R. Rogel 1,056 56,471 535,000
(Chairman of the
Board of Directors,
President and Chief
Executive Officer)
William D. Ruckelshaus 1,600 5,517 --
(Director)
Richard H. Sinkfield 500 3,174 --
(Director)
Kenneth J. Stancato 13,951 8,463 62,983
(Vice President,
Corporate Controller)
William C. Stivers 15,298 11,871 124,600
(Executive Vice
President and Chief
Financial Officer)
James N. Sullivan 1,000 2,774 --
(Director)
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Weyerhaeuser
Common Shares Weyerhaeuser
and Exchangeable Common Share Weyerhaeuser
Name and Title Shares(1) Equivalents(2) Options(3)
Richard J. Taggart 3,585 5,180 30,150
(Vice President and
Treasurer)
George H. 173,511 -- 92,460
Weyerhaeuser, Jr.
(Senior Vice
President,
Technology)
Clayton K. Yeutter 500 1,596 --
(Director)
(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.
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