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 toss. 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:
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EXPLANATORY NOTE
Originally filed on November 15, 2000. Refiled for EDGAR indexing
purposes only.
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2
IMPORTANT INFORMATION
Investors and security holders are urged to read the
disclosure documents regarding the proposed business
combination transaction referenced in the material that
follows, 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 Analyst Call
Monday, November 13, 2000
Rogel: Thank you, operator. Good morning, ladies and
gentlemen. I'm Steve Rogel, Chairman, President and
Chief Executive Officer of Weyerhaeuser Company.
Thank you for joining me today. This morning, we
issued a press release confirming that we had
proposed a transaction to the board of Willamette
Industries in which Willamette shareholders would
receive $48 per share in cash for all outstanding
Willamette shares. With the assumption of debt of
$1.7 billion, the total value of the transaction is
approximately $7 billion. Based on Willamette's
closing share price on Friday, November 10, this
represents a premium of approximately 38%. It is also
a substantial premium of approximately 60% to
Willamette's average share price for the past 60
days.
On November 10, Willamette informed Weyerhaeuser that
the Willamette board had met on November 9 and failed
to act on Weyerhaeuser's proposal. Our proposal is
not subject to the receipt of financing. We have
already received the financing commitments necessary
to complete the transaction.
As we have reiterated to Willamette several times
since we first proposed this combination over 2 years
ago, we believe that the union of our companies will
result in the premier forest products company. Our
combination will create immediate value for
Willamette shareholders. Unfortunately, Willamette's
refusal to explore this value-creating opportunity
has left us no choice but to inform their
shareholders and ours about our interest in moving
forward with this combination. Given our belief that
the premium provides Willamette shareholders with
value well beyond what could be achieved by
Willamette alone, now or later, I'm confident that
their shareholders will enthusiastically look forward
to our proposal. We have many shareholders in common,
and in fact the one name shareholders often suggest
as the ideal partner for Weyerhaeuser is Willamette.
As you know, our industry's competitive landscape has
experienced dramatic change as merger activity has
sharply increased among the largest companies. We
have
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not stood still during this period. Weyerhaeuser has
used a disciplined approach to acquisitions that have
expanded our core businesses by acquiring MacMillan
Bloedel and TJ International. Both of these companies
are already making very positive contributions to
Weyerhaeuser with realized synergies running ahead of
schedule and total synergies expected to
significantly exceed our original announcements. This
combination will result in a company with
high-quality management, assets focused in our core
of businesses, and an expanded global reach. Both
companies have good reputations within the industry
for the stewardship of timberlands. Our combined
timber positions in the Pacific Northwest and
Southeast will yield significant benefits in timber
management. The company will have excellent market
breadth and depth in fine papers, containerboard and
wood products. Equally important, the proposed
combinations will result in a more balanced business
mix than either company currently has on its own,
leading to increased financial strength throughout
the business cycle.
We expect the transaction to result in close to
double-digit accretion to Weyerhaeuser's reported EPS
during the first year. We also expect to maintain a
sound capital structure and an investment-grade
credit rating.
Weyerhaeuser already has strong leadership positions
in market pulp, timberlands and lumber production.
The combination significantly enhances our leadership
in white papers, containerboard and packaging,
structural panels, and engineered wood products. In
addition to the compelling strategic fit of these
assets and product lines, this combination will
result in the ability to share best practices, which
will mean reduced costs and more efficient capital
management. We believe that savings can be achieved
through increased operating efficiencies in each line
of business, as well as opportunities derived from
operating as a single entity.
From public information, we have identified
approximately $300 million in annual cost savings.
The company would expect to realize synergies in
SG&A, and from each of our operating segments, pulp
paper and packaging, timberlands, and wood
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products. We expect to realize 40% of the synergies
in the 1st year, 80% in the second, and the full $300
million in the third year. Our offer would result in
$3 billion in goodwill, resulting in a non-cash
charge to be amortized over a period of 30 years. The
transaction also will join together two well-regarded
management teams with complementary skills.
Weyerhaeuser and Willamette do business with each
other every day. From my experience, I know that the
people and the cultures and compatible. This gives me
confidence that we will be able to integrate the two
companies to build a more efficient organization.
Additionally, employees of both companies and the
communities in which we operate will benefit from the
greater resources and opportunities that come from a
larger corporation. Weyerhaeuser has also been
committed to corporate citizenship. We expect the
combined company will continue these practices, and
will be an active member in all of our communities.
Both companies have a significant presence in Oregon.
The combination will strengthen these ties. The
Weyerhaeuser board unanimously supports the
combination of our companies, and it is unfortunate
that it has come to the point where we are forced to
make our proposal public. We know that working
together with Willamette, we could close this
transaction rapidly. While this is our preference, we
are committed to moving ahead and have other options
to accomplish our goal. We are confident that our
proposal does not raise any anti-trust issues, and
that it offers Willamette shareholders substantially
greater value than they can achieve alone.
This concludes my formal remarks, and I'd now be
happy to take your questions.
Mod: Ladies and gentlemen, we will now begin the question
and answer session. If you have a question, please
press the "1" followed by the "4" on your pushbutton
phone. You will hear a three- tone prompt
acknowledging your request, and your questions will
be polled in the order they are received. If your
question has been answered and you would like to
withdraw your polling request, you may do so by
pressing the "1" followed by the "3" on your
pushbutton phone. If you are using a speakerphone,
please pick up your handset before
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pressing the numbers. One moment please for the first
question ...
The first question is from Chip Dillon of Salomon
Smith Barney. Please proceed with your question.
Dillon: A couple of questions. As far as you can best
ascertain, how much of the Willamette stock do you
feel is owned by either employees or family interests
that would be close to the board. And then a second,
unrelated question ... if you succeed in this bid, do
you have any tentative indication as to what your
plans would be regarding the Kingsport, TN expansion?
Rogel: Thank you for your question, Chip. With regard to
stock ownership, we don't know what the breakdown is
there, and I can't speculate about it. With regard to
the Kingsport expansion, I think you're referring to
a mill rebuild and installation of new white paper
capacity ... again, we know very little about the
progress of engineering and construction on that
project, and we certainly would get into that when we
sit down with their board and discuss it.
Dillon: What about the synergies, if you could just tell us
... you mentioned the timing of them. Could you give
us any kind of breakdown between the various
businesses, how much would come in containerboard or
paper in general, and how much would come on the
wood side?
Rogel: We can tell you that about 40% of the synergies come
from timber and woodproducts; 30% from our other
manufacturing operations, and about 30% from SG&A.
Stivers: In that early 40% ... Chip, this is Bill Stivers ...
that's [inaudible] timber, but it's basically, it's
heavily wood products operation and timberland.
Dillon: Gotcha. So, the 30 other manufacturing's really more
paper, I would take it.
Stivers: That's correct.
Dillon: Gotcha.
Mod: The next question is from Greg Ransom of Chase
Securities. Please proceed with your question.
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6
Ransom: Good morning. You indicated on the call that you
were looking for a strong investment-grade rating.
Can you elaborate a little bit further on that, or
any set internal targets or ratings floor?
Rogel: We can't speculate on what the ratings might be We
have alerted the rating agencies, and will be meeting
with them later this week.
Ransom: Thank you.
Mod: Your next question is from Peter Ruschmeier of Lehman
Brothers. Please proceed with your question.
Ruschmeier: Good morning. I am curious if you could
address perhaps any opportunities that may come up to
rationalize capacity as a result of the combination
that could be possible. And then a second question,
if you could comment, Steve, on any initial plans you
might have for the integration of the management of
the two companies and the cultures of the two
companies, and if you could perhaps elaborate a
little bit.
Rogel: Okay, those are very good questions. The intention of
our management ... first of all, I think I'll take
that question first ... we know that this is a
hand-in-glove fit for the two companies, and that's a
statement I think we can make about management. Both
companies have very strong management, and it would
be our intent to integrate the management teams to
most effective use. With regard to the opportunities
to rationalize combined capacity, certainly we think
that there are opportunities once you put these
systems together to rationalize the capacity for most
efficient production. At this point, it's a little
too early to speculate on specific properties.
Ruschmeier: Fair enough. Thanks.
Mod: Your next question is from Bill Reed of Merrill
Lynch. Please proceed with your question.
Reed: A couple of quick questions. I know you don't
want to speculate on the ratings, but certainly, with
the past acquisitions, you convinced the rating
agencies to keep your ratings within the
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"A" category. Could you briefly outline what your
target ratios are, and whether or not they've
changed? I don't believe ... and in terms of leverage
ratios on a go-forward basis as sort of a means to
getting a sense of where you might want your credit
profile to be?
Rogel: I would start this answer by saying that we expect
to strengthen our balance sheet in a timely way, and
that ultimately it will allow us to use cash in other
ways to benefit our shareholders, but what I'd like
to do is have Bill Stivers, our Chief Financial
Officer, answer your question directly.
Stivers: Bill, first of all, as we touched on, this is a very
accretive transaction, not only earnings per share,
but in cash flow and in shareholder value, Bill.
There would be significant free cash flow here as we
look at this, which will allow us to basically
restore our balance sheet. There's been no change in
our long-term financing philosophy.
Reed: Okay. So now, you would still expect to see, then,
leverage at around 45% through a cycle? I believe
that was one of your targets in the past.
Stivers: Our target in the past, and the target for the future
will be in the range of 35-45%.
Reed: Okay. I may have not heard this at the beginning
of the call, but my sense is that you haven't
indicated any asset sales as a means to quickly pay
down some debt. Are there any asset sales
contemplated?
Stivers: Certainly, the first thing that we would say about
asset sales ... we don't see any restrictions on us
based on anti-trust, so that we would have to say we
would consider asset sales as we go forward, but it's
not mandatory from an anti-trust standpoint.
Reed: No consideration of any sort of equity issuance down
the road at this point ... we should expect that the
cash nature of the transaction and indebtedness, it
is what it is?
Stivers: Bill, would you take that on?
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8
Rogel: Bill, I think that's what you should assume at this
point in time.
Reed: One administrative, saying if at the end of the call
you could announce if there's a replay of this call,
I think that would be helpful.
Rogel: Thank you.
Reed: Thank you very much.
Mod: Your next question is from Edith Sotnick at Credit
Suisse First Boston. Please proceed with your
question.
Sotnick: My question is already asked, but just
relative to the capital spending, if you could give
an indication of where you expect to be relative to
depreciation and amortization of what could be the
new company.
Rogel: The capital spending, of course, when you look
at these combined companies, there's very strong cash
flow, but it would be our intent to use the same
discipline that we're now utilizing at Weyerhaeuser,
and in this case, it would be our intent to keep
capital spending at 90% of depreciation.
Sotnick: Thank you.
Mod: Your next question is from Matt Berler of
Morgan Stanley Dean Witter. Please proceed with your
question.
Berler: Hey, Steve. Two questions. First of all, this is your
second acquisition in two years that's increased your
exposure to wood products, an area that's pretty
depressed right now. Can you share with us kind of
what your vision is about how that ... why you find
that area appealing? Because Willamette clearly has a
lot of wood products. And specially, what the merger
does for you in that area. And then the second
question ... Willamette has a reputation, as you well
know, of having been one of the best-run companies.
How critical is it, do you think, that management
from Willamette stay, and is that one of the
opportunities here that you bring on, the
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9
Willamette management team, to help further your
objectives at Weyerhaeuser with the Weyerhaeuser
assets?
Rogel: Thank you, Matt, for your questions. I would start
off by talking about the wood products and the fact
that this deal would make us the number 1 or number 2
player in the majority of our business lines, and the
top lumber producer. But in addition to that, we will
have greater breadth and depth in all of our core
products, not only timber and wood products, but on
the paper side, and if you look at the way these
companies fit together, our actual reliance on the
wood products sector is a little bit less. I would
add to that our exposure in the engineered wood
products area, which is very stable, remains the same
or grows even a little bit.
With regard to the management side of the question,
with your comments about Willamette's management, I
would have to agree that both companies have an
excellent management team, and it would be our intent
to put both of them together. We work together with
Willamette every day, and I'm confident that we're
going to be able to integrate the two companies'
cultures and their practices to build a stronger and
much more efficient combined company. Thank you.
Berler: Steve, if I could just follow up. Do you bring ...
with your increased size, do you add anything to
their manufacturing business on the wood side in
terms of national distribution, or a different
customer base, that you can take their product to?
And is there a similar opportunity by taking their
uncoated free sheet perhaps through your system and
kind of adding value that way? Is there anything to
that thinking?
Rogel: Certainly. At Weyerhaeuser, we have a building
materials distribution system that exists nationwide,
so that the opportunity to distribute Willamette-made
products, wood products, that is ... through our
system is greatly enhanced. We do a bit of that
today. I think this question also gets into, what are
the new channels to market? And certainly that is an
area that the Weyerhaeuser Company has exploited
greatly. Some call it the "big box distribution
system." We are pursuing that, and I think
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10
that fit of Willamette and their capacity will add to
our ability to serve that market. And your question
about uncoated free sheet is a timely one. Basically,
we have a situation where we can distribute through
our system a portion of their papers, and likewise on
their side, they are somewhat different and I think
compatible. But again, what we're saying here is that
we work together every day now, and I'm certainly
confident that we're going to be able to integrate
the two companies.
Berler: Thanks, Steve.
Mod: The next question is from Rick Schneider of UBS
Warburg. Please proceed with your question.
Schneider: Steve, I was wondering if you could talk about the
Kingsport project that Willamette has going on, and
is that going to still ... if you have to continue
it, enable you to spend under depreciation levels?
Rogel: Rick, good question. With the Kingsport project going
on, I think I could make two preliminary comments.
The first is, it does give us a chance to look at the
combined companies' white paper production, and
perhaps a strong possibility of rationalizing older
capacity. With regard to capital spending, if it
proves that they're far along in that project, we
would absorb that increased capital spending in the
first year, but it is our goal to get to a 90% of
depreciation capital spending structure.
Schneider: In switching to the wood products area, clearly an
area that you've de-emphasized has been plywood and
Willamette is a big plywood producer ... how do you
deal with that? Is that one of the only weaknesses
that you've seen combining the two companies?
Rogel: With regard to plywood in the structural panel
business, we note that both companies have been
working to reduce exposure in that market going
forward. There is also an integrative element here.
We have a very large engineered wood products
business, and then that that business grows ...
veneer from the plywood mills certainly
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11
goes into the LVL side of the equation. Furthermore,
I would make the last comment about plywood ... we
see a continuing market for plywood going into the
future, so we think that we'll wind up being one of
the strong players here, but the need is to be able
to sit down and work through all of these issues.
Snyder: Two quick final questions: You talked about getting
synergies out of your timberland. Could you talk
about how that would work, combining those two? And
then, the last question, I'm just curious about the
timing of the announcement, of trying to effect the
transaction since you said you have been looking at
it over the last two years. Why at this point in time
have you decided to go public with it?
Rogel: The first question is, with regard to the timberlands
and what we might generate for synergies from them.
The timberlands are very complementary, one to
another. In most cases, they lie in adjoining
regions. It gives us flexibility in sourcing our
locations. It gives us the opportunity in other
regions to put a mix together for a sustained deal
that we believe can yield a higher harvest level. And
then, we believe that the Weyerhaeuser Company has
really strong ... one of our base skills we've always
had is in the [inaudible] area of growing more
fiber on fewer acres, and we think that we'll be able
to increase our opportunities in that area as well.
Snyder: And the timing issue?
Rogel: The timing issue is really a question of, we've been
working or trying to work with the Willamette board
over the past two years, and our position today is
all we want to do is get to their board so we can
present our offer, and it's really unfortunate that
it's come to this point, where we've taken it into
the public venue.
Snyder: Thanks a lot.
Mod: Thank you. The next question is from Don Niemann of
I Cap. Please proceed with your question.
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12
Niemann: Good morning, gentlemen. Steven, I was wondering
if you ... I haven't as of yet worked out all the
numbers here ... you probably have been privy to more
information, I certainly would hope. But at a price
of $48, what do you think the return on capital is
from this investment, including the $300 million of
cost saves? Maybe you could talk about some of the
other aspects of ... with the cash flow, I guess you
would indicate that the cap spending is going to be
cut back. But are there any other opportunities for
reducing the capital in this transaction?
Rogel: The first thing, Don, that we'd say is that this is
strongly accretive to cash flow and earnings per
share. I'd like Bill Stivers to give you a little
more of the detailed background on it.
Bill?
Stivers: Don, in terms of returns here ... you know there are
various ways to look at it, with what the EBITDA ...
multiples, we've looked at returns. But I think
fundamentally, Don, the most fundamental message here
is that when we look at returns both immediately and
in terms of mid- cycle, mid-term front pricing, this
is basically very accretive to a cost-of-capital-type
calculation, plus [inaudible] calculations.
Niemann: I guess, obviously, one issue is, what is the
over-the-cycle earning power for Willamette, but it
would seem to me that on a stumped-up capital base,
namely basically $5.2 of stockholders' equity and
another $1.7 billion of debt, and even assuming that
Willamette is able to earn consensus estimates for
next year, that even with that it's difficult to see
this as a 10% return on capital investment.
Admittedly, there are longer-term considerations
which unfortunately we, as outside investors, tend to
denigrate. But it still seems to me that this, while
perhaps above your cost of capital, really doesn't
cut it from a short-term standpoint.
Stivers: Don, we can get back to you, but I would put it this
way: That even if you look at consensus numbers for
them and you add the synergies that we're expecting,
depending on what return type of calculation you're
making, it would still be a good return.
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13
Niemann: But the bottom line is, even with the goodwill, the
deal is accretive based on 2001 consensus.
Stivers: Yeah. Keeping in mind that goodwill is a non-cash
charge. We tend to look heavily at cash flow.
Niemann: Thanks, guys.
Mod: The next question is from Steven Rineri of Wilk
Partners. Please proceed with your question.
Rineri: Good morning. Steve, I thought I might give you the
opportunity to clarify exactly what a response was,
and what the response was as discussing your Friday
night conversation? I have sort of a Part 2 to that.
Rogel: The response from Willamette's board was that they
had not taken up the issue to the point they could
give us a response.
Rineri: In reference to your being astounded at the response,
I just thought that, in particular, the relation of
the response to the conversations this past August,
it's just sort of confusing. What was it that you
talked about this past August, in particular, that
made their taking a pass for the moment so
astounding?
Rogel: I think the astounding portion of this is we cannot
get them to sit down with us to discuss the issue,
and discuss the fact that this is such a good and
compelling combination. They're an ideal partner for
us, a hand-in-glove fit. We just were astounded that
we can't get together to talk about it.
Rineri: And I guess at the risk of pushing my luck ... this
past August, I gather that you're implying that there
were significant conversations that would have led
you to believe that there was a good faith effort on
their part to determine whether or not something like
this made sense in some way, shape or form. Am I
reading into this too much, or is it fair to say
that?
Rogel: All we can say is, our offer this round has been ...
in terms of cash it's been a very generous offer.
We've been turned down at previous steps without
discussion. And again, all we want to do
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14
is sit down with them, and I'm confident that we can
come to a conclusion.
Rineri: One last question. Did you ever talk to them at all,
or even imply you might be willing to consider a
partial cash and stock offer, where you can have a
tax-free consideration gain paid? Did that ever play
any role at all in conversation?
Rogel: Yes, we've discussed a number of things like that.
Again, we just want to sit down with them, and we can
work out any number of issues.
Rineri: Thanks.
Mod: The next question is from Mark Wilbe of Deutschebank.
Please proceed with your question.
Wilbe: I wonder if you could talk a little bit more about
some of the capacity rationalization that you hinted
at, and how quickly you think you might be willing to
move on that if you close this deal.
Rogel: Mark, it's just a little too early to talk in
specifics about those issues and how quickly we could
act, but I think we would say this to you ... we
understand the importance in a deal like this of
acting with dispatch to put in place the changes that
are necessary to grow the company, sustain its
profitability, and balance out its capacity to market
needs.
Wilbe: It sounds to me like you might be able to move little
more quickly than you've moved coming out of the
MacMillan deal in terms of the containerboard
business. Is that fair to say?
Rogel: Mark, in the MacMillan deal, I would like to
emphasize that we have rationalized a number of box
plants and felt that we've reacted very swiftly
there. But it is our intent to move forward with
great clarity and dispatch once we can sit down and
work out a deal.
Wilbe: And then, if I could, Steve ... can you just give
us a sense of whether there were any other candidates
out there that you regarded as anywhere near as
attractive to Willamette, or is this kind of a clear,
in a way, best fit from your standpoint?
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15
Rogel: You've got it, Mark. It is a compelling combination.
They are our ideal partner. The fits are great.
Wilbe: Thanks, Steve.
Mod: Your next question is from Brian Beargie of J. P.
Morgan. Please proceed with your question.
Beargie: You mentioned earlier that you did have financing
already arranged for this transaction. Is the thought
longer term you possibly access public bond
markets?
Stivers: This is Bill Stivers. Normally, in these
transactions, as you well know, they're initially
financed with bank credit and then funded in the
capital markets, and that certainly would be our
intention.
Beargie: Okay. Very good, thank you.
Mod: Your next question is from Tom Sands of CSFB.
Please proceed with your question.
Sands: A few points. Number one, do you guys own any stock
currently in Willamette, and when did you purchase
it? Number two, given that you are initiating this
now, would you be prepared to seek to remove the
board at the upcoming annual meeting? And number
three, are you guys prepared to put a tender offer on
the table that would require a public response by
Willamette?
Rogel: Tom, thanks for your questions. We have just a
nominal shareholding in order to [inaudible]
information. With regard to your other questions, the
board and the tender offer, those things are items
that are always options. We don't want to speculate
on them. And all we want to do is sit down with their
board so that we can present our offer. If you're
asking with regard to my personal situation, I have
some holdings that came with things like 401(k) when
I was employed by them.
Sands: But in terms from a tactical point of view, in order
to continue to raise the volume, if you will, beyond
the bear hug letter that's been
put out today, you're going to
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16
see what the response is to the bear hug letter
first before you assess your options?
Rogel: I don't want to speculate about what the next steps
might be. We have lots of options in front of us.
Again, I'll close that with all we want to do is to
sit down with their board.
Operator, we have time for one last question.
Mod: Thank you, sir. Your next question is from Steve
Chercover of D. A. Davidson. Please proceed with your
question.
Chercover: Good morning. A lot of them have already been
answered. Was the goodwill figure $3 billion?
Rogel: Yes, it was.
Chercover: Thank you for that. And pro forma, the debt to cap
that I come to is about 64%. Is that reasonable? And
how quickly do you figure you can pay that down to
your target range?
Rogel: You're figuring that. It sounds like with ... not
including deferred taxes, we do it with deferred
taxes, so we'd be lower than that. And when we talk
about our target range, it has a deferred tax number
in a capital calculation.
[inaudible] ... but , as I said earlier,
we'd be paying down fast.
Rogel: Thank you for your questions. Ladies and gentlemen, I
appreciate your joining us today for this important
announcement. Weyerhaeuser is committed to completing
this transaction with Willamette quickly, and we will
make all our resources available to achieve that
goal. We look forward to communicating with you about
this transaction in the days to come, and thank you
for your attention.
Mod: Ladies and gentlemen, that does conclude our
conference call for today. You may disconnect, and
thank you for participating.
<PAGE>
17
FORWARD-LOOKING STATEMENTS
This presentation 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.
