<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Weyerhaeuser Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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 transaction:
-------------------------------------------------------------------------
(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
3-6-2000
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Notes:
<PAGE>
Notice of
2000 Annual Meeting
of Shareholders
and Proxy Statement
[LOGO OF WEYERHAEUSER]
<PAGE>
Dear Shareholder:
You are cordially invited to attend your Company's annual meeting of
shareholders at 9:00 a.m., Tuesday, April 18, 2000, at the Corporate
Headquarters Building, Federal Way, Washington. A map showing the
access route to the Building from Interstate Highway No. 5 is on the
back cover.
The 2000 Annual Shareholders Meeting marks a very significant
milestone for Weyerhaeuser Company with the retirement of George H.
Weyerhaeuser from our Board of Directors. George has served this
Company for 51 of its 100 years. He was Chief Executive Officer for
twenty-five of those years and Chairman of our Board for ten. His
breadth of experience and knowledge of this Company will be missed in
the deliberations of our Board.
I also want to thank Phil Hawley, who retired from our Board in
February after serving for eleven years. We have relied on Phil's broad
experience as a CEO and director. In particular, I have valued his
counsel as our Company has grown in the past two years.
Thank you, George and Phil for your many contributions to
Weyerhaeuser Company. Don't be surprised if I call for the benefit of
your wise counsel in the years to come.
A notice of the annual meeting and the proxy statement follow. You
will also find enclosed a proxy card and an envelope in which to return
it. If you cannot attend or if you plan to be present but want the
proxy holders, Steven R. Rogel, Chairman of the Board, President and
Chief Executive Officer, William D. Ruckelshaus, Director, and Martha
R. Ingram, Director, to vote your shares, please sign, date and return
the proxy card at your earliest convenience.
Sincerely,
/s/ Steven R. Rogel
Steven R. Rogel
President
------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------------------------------
The annual meeting of the shareholders of Weyerhaeuser Company will
be held at the Corporate Headquarters Building, Federal Way, Washington
on Tuesday, April 18, 2000, at 9:00 a.m. for the following purposes:
1. To elect six directors for terms expiring in 2002 and 2003,
described on page 2. This is item 1 on the proxy card.
2. To consider and act upon a shareholder proposal if properly
presented relating to a classified board, described on page 16.
This is item 2 on the proxy card.
3. To transact such other business as may properly come before the
meeting.
All shareholders are cordially invited to attend the meeting,
although only those who held common shares or exchangeable shares
issued by Weyerhaeuser Company Limited of record at the close of
business on February 25, 2000 will be entitled to vote at the meeting.
Those who are hearing impaired or require other assistance should write
the Secretary of the Company regarding your requirements in order to
participate in the meeting.
SANDY D. McDADE
Secretary
Federal Way, Washington
March 6, 2000
<PAGE>
PROXY STATEMENT
WEYERHAEUSER COMPANY
P.O. Box 2999
Tacoma, Washington 98477-2999
(253) 924-5273
(First Mailed March 6, 2000)
The only securities eligible to vote at the Annual Meeting of
Weyerhaeuser Company (the "Company") to be held on Tuesday, April 18,
2000 are the Company's common shares and a special share of voting
stock issued in connection with the Company's 1999 acquisition of
MacMillan Bloedel Limited.
A trustee, CIBC Mellon Trust Company, holds the special share of
voting stock under a trust agreement. Under that trust agreement, each
holder of exchangeable shares issued by Weyerhaeuser Company Limited is
entitled to instruct the trustee how to vote at the Company's
shareholder meeting. Weyerhaeuser Company Limited is a subsidiary of
the Company in Canada. The trustee will cast votes equal to the number
of outstanding exchangeable shares as to which the trustee has timely
received voting instructions from the holders of exchangeable shares.
If the trustee does not receive voting instructions from an
exchangeable shareholder, such holder's votes will not be cast at the
shareholders meeting unless the exchangeable shareholder votes directly
in person at the meeting as proxy for the trustee.
The common shareholders and the trustee acting for the exchangeable
shareholders will vote together as a single class on all matters. Proxy
cards are enclosed for common shareholders and voting instruction cards
are enclosed for exchangeable shareholders.
Only holders of record at the close of business on February 25, 2000,
will be eligible to vote at the Annual Meeting. On that date,
227,658,988 common shares and 7,608,348 exchangeable shares entitled to
give voting instructions were outstanding. Each common share and each
exchangeable share not held by the Company or its affiliates entitle
the holder to one vote at the annual meeting. The enclosed form of
proxy is solicited by the Board of Directors of the Company A proxy may
be revoked by notice in writing to the Secretary at any time before it
is voted. If not revoked, the proxy will be voted as directed by the
shareholder.
Under Washington law and the Company's Articles of Incorporation, if
a quorum is present at the meeting: (i) the six nominees for election
as directors who receive the greatest number of votes will be elected
directors and (ii) the shareholder proposal set forth in this proxy
statement will be approved if the number of votes cast in favor of the
matter exceeds the number of votes cast against it.
In the election of directors, any action other than a vote for a
nominee will have the practical effect of voting against the nominee.
In the vote on the shareholder proposal, if a shareholder or broker
abstains from voting or fails to vote it will have no effect on the
approval of the shareholder proposal because abstentions and broker
non-votes do not represent votes cast by shareholders.
The Company's annual report to shareholders for 1999 is being mailed
with this proxy statement to shareholders entitled to vote at the 2000
annual meeting.
1
<PAGE>
Election of Directors
The Articles of Incorporation provide that the directors of the
Company are classified into three classes, each class to be as nearly
equal in number as possible. The classes relate to the director's term
of office. At each annual meeting of the shareholders the successors to
the class of directors whose terms expire at that meeting are elected
for terms expiring at the third annual meeting after their election by
the shareholders. The Board of Directors is authorized to fix the
number of directors within the range of 9 to 13 members, and has fixed
the number at 12. Two nominees identified below are the nominees
comprising the class to be elected at the 2000 annual meeting for terms
expiring at the 2002 annual meeting and four nominees are for the term
expiring at the 2003 annual meeting. Two of the nominees, Messrs.
Driscoll and Mazankowski, are currently directors of the Company
elected by the shareholders. Messrs. Haskayne, Herbold, Langbo, and
Yeutter were elected by the Board of Directors.
Unless a shareholder instructs otherwise on the proxy card, it is
intended that the shares represented by properly signed proxies in the
accompanying form will be voted for the individuals nominated by the
Board of Directors. Although the Board of Directors anticipates that
the listed nominees will be able to serve, if at the time of the
meeting any nominee is unable or unwilling to serve, the proxy holders
may vote such shares at their discretion for a substitute nominee.
Nominees for Election--Terms to Expire in 2002
Arnold G. Langbo--Mr. Langbo, 62, a director since October 13, 1999,
has been chairman of Kellogg Company (cereal products) since 1992. He
joined Kellogg Canada Inc. in 1956 and was elected president, chief
operating officer and a director of Kellogg Company in 1990. He was
chief executive officer from 1992 to April 1999. Mr. Langbo is also a
director of Atlantic Richfield Co., Johnson & Johnson and Whirlpool
Corporation. He serves on the board of the International Youth
Foundation and the advisory board of the J.L. Kellogg Graduate School
of Management at Northwestern University.
Clayton K. Yeutter--Mr. Yeutter, 69, a director since October 13, 1999,
is Counsel to the law firm of Hogan & Hartson. From 1985 to 1988
Ambassador Yeutter served as U.S. Trade Representative. He has also
served as Secretary of Agriculture and National Chairman of the
Republican Party. He is also a director of Caterpillar, Inc.; ConAgra,
Inc.; Farmers Insurance Company; FMC Corporation; Oppenheimer Funds;
Texas Instruments and Zurich Financial Services.
Nominees for Election--Terms to Expire in 2003
W. John Driscoll--Mr. Driscoll, 70, a director of the Company since
1979, was chairman of Rock Island Company (private investment company)
until his retirement in 1994. Prior to his becoming chairman, he was
president. He is also a director of Northern States Power Company, John
Nuveen & Company and The St. Paul Companies, Inc.
Richard F. Haskayne--Mr. Haskayne, 65, a director of the Company since
February 10, 2000, is chairman of TransCanada PipeLines Limited (gas
transmission, marketing and processing). He was the Chairman of NOVA
Corporation from 1991 to 1998 until the company merged with TransCanada
Pipelines and was chairman of MacMillan Bloedel Limited from 1996 to
1999. He is also a director of Alberta Energy Company, Canadian
Imperial Bank of Commerce,
2
<PAGE>
Crestar Energy Ltd. and Fording Inc. In the five years prior to 1991 he
was the Chairman, President and CEO of Interhome Energy Inc., the
parent company of Interprovincial Pipe Line and Home Oil. Mr. Haskayne
held the position of Chair of the Board of Governors of the University
of Calgary from 1990 to 1996.
Robert J. Herbold--Mr. Herbold, 57, a director of the Company since
October 13, 1999, is executive vice president and chief operating
officer of Microsoft Corporation (software). He joined Microsoft in
November 1994, and was formerly senior vice president, advertising and
information services at The Procter & Gamble Company. He is also a
member of the Advertising Council, the Washington Roundtable, the James
Madison Council of the Library of Congress, and the Board of Trustees
of Case Western Reserve University.
Rt. Hon. Donald F. Mazankowski--Mr. Mazankowski, 64, a director of the
Company since 1997, was a Member of Parliament, Government of Canada,
from 1968 to 1993, served as Deputy Prime Minister from 1986-1993 and
Minister of Finance from 1991 to 1993. He is also a director of the
Power Group of Companies, Shaw Communications Inc., IMC Global Inc.,
Gulf Canada Resources Ltd., Gulf Indonesia Resources Ltd., Canada
Brokerlink Inc., Great West Life Assurance, Investors Group, Atco Ltd.
and Weyerhaeuser Canada Ltd., a wholly owned subsidiary of the Company.
He is also a member of the Board of Governors of the University of
Alberta.
Continuing Directors--Terms Expire in 2001
Steven R. Rogel--Mr. Rogel, 57, has been the Company's Chairman since
April 20, 1999. Prior to his election as Chairman he was a director and
has been the Company's president and chief executive officer since
December, 1997. Prior to joining the Company he served as the president
and chief executive officer of Willamette Industries, Inc. from 1995 to
1997 and as president and chief operating officer from 1991 to 1995. He
is also a director of the Kroger Company, the Twin Harbors Council Boy
Scouts of America and a trustee of Pacific University. He is also on
the Board of the American Forest & Paper Association and the National
Council of the Paper Industry for Air and Stream Improvement, Inc.
William D. Ruckelshaus--Mr. Ruckelshaus, 67, a director of the Company
since 1989, is a principal in Madrona Investment Group, L.L.C., an
investment company, and a strategic partner in the Madrona Venture
Fund, formed in 1999. He was chairman of Browning-Ferris Industries
from 1995 to 1999 and chairman and chief executive officer from 1988 to
1995. He was Administrator, Environmental Protection Agency from 1983
to 1985 and a senior vice president of the Company from 1976 to 1983.
He is also a director of Cummins Engine Company, Inc., Coinstar, Inc.,
Monsanto Company, Nordstrom, Inc., and Solutia, Inc.
Richard H. Sinkfield--Mr. Sinkfield, 57, a director of the Company
since 1993, is a senior partner in the law firm of Rogers and Hardin in
Atlanta, Georgia, and has been a partner in the firm since 1976. He is
a director of the Community Foundation for Greater Atlanta, Inc., the
Atlanta College of Art, a member of the Board of Trust of Vanderbilt
University, a member of the Executive Board of the Atlanta Area Council
of the Boy Scouts of America, and the Board of Governors of the State
Bar of Georgia (1990 to 1998). He was a member of the Board of United
Auto Group, Inc. (UAG) from 1993 to March of 1999 and was Executive
Vice President of UAG from July of 1997 to March of 1999. He is a
former chairman of the board of Atlanta Urban League, Inc.
3
<PAGE>
James N. Sullivan--Mr. Sullivan, 62, a director of the Company since
1998, is vice-chairman of the board of Chevron Corporation
(international oil company) where he has been a director since 1988. He
joined Chevron in 1961 as a Process Engineer, was elected a vice-
president in 1983 and assumed his present position in 1989. He is a
trustee of the University of San Francisco, Committee for Economic
Development and the San Francisco Asian Art Museum Foundation. He is a
director of the American Petroleum Institute and the United Way of the
Bay Area.
Continuing Directors--Terms Expire in 2002
Martha R. Ingram--Mrs. Ingram, 64, a director of the Company since
1995, has been chairman of Ingram Industries Inc. (book distribution,
inland barging and insurance) since 1995 and a member of the board
since 1981. She was Director of Public Affairs from 1979 to 1995. She
is also a director of Ingram Micro, Inc., Baxter International Inc. and
AmSouth Bancorporation. Mrs. Ingram serves on the boards of Vassar
College, Ashley Hall, Harpeth Hall and is chairman of Vanderbilt
University. She was chairman of the 1996 Tennessee Bicentennial
Commission and is currently chairman of the board of the Tennessee
Performing Arts Center.
John I. Kieckhefer--Mr. Kieckhefer, 55, a director of the Company since
1990, has been president of Kieckhefer Associates, Inc. (investment and
trust management) since 1989 and was senior vice president prior to
that time. He has been engaged in commercial cattle operations since
1967 and is a trustee of J. W. Kieckhefer Foundation, an Arizona
charitable trust.
Committees of the Board of Directors
The Executive Committee, which met on four occasions and acted by
consent in lieu of meeting on two occasions in 1999, has the powers and
authority of the Board of Directors in the interval between Board of
Directors meetings, except to the extent limited by law. Messrs. Rogel,
Ruckelshaus and Weyerhaeuser are members of the Executive Committee of
which Mr. Ruckelshaus is chairman.
The Accounting and Reporting Standards Committee, which met on three
occasions in 1999, has responsibility for recommending to the Board of
Directors the firm of independent auditors to be retained by the
Company; discussing with the independent and internal auditors the
scope and results of their respective audits and management's efforts
concerning the Company's accounting, financial and operating controls;
with the independent auditors and management the Company's accounting
and reporting policies and practices, and business risks that may
affect the financial reporting process; with management and the
independent and internal auditors the risk of fraudulent financial
reporting and management's efforts to minimize losses due to fraud or
theft; and with the Company's chief legal officer compliance with the
Company's business conduct policies and procedures. Mrs. Ingram and
Messrs. Herbold, Mazankowski, Ruckelshaus and Sinkfield are members of
the Accounting and Reporting Standards Committee of which Mr.
Ruckelshaus is chairman.
The Compensation Committee, which met on five occasions in 1999, has
responsibility for reviewing the compensation of the Company's
directors and chief executive officer; reviewing and approving salaries
and incentive compensation of Company officers and certain other
position levels; and administering the Company's stock option and
incentive compensation
4
<PAGE>
plans. Messrs. Driscoll, Kieckhefer, Langbo and Sullivan are members of
the Compensation Committee of which Mr. Sullivan is chairman.
The Nominating and Management Organization Committee, which met on
two occasions in 1999, has responsibility for reviewing, advising and
recommending candidates for election to the Board of Directors and for
senior management succession planning. The Committee will consider
nominees for the Board of Director's recommended by shareholders. If a
shareholder wishes to recommend a nominee, he or she should write to
the Secretary of the Company specifying the name of the nominee and the
nominee's qualifications for membership on the Board of Directors. All
such recommendations will be brought to the attention of the Nominating
and Management Organization Committee. Messrs. Driscoll, Ruckelshaus,
Weyerhaeuser and Yeutter are members of the Nominating and Management
Organization Committee of which Mr. Driscoll is chairman.
The International Committee of the Board was established in December,
1999 and will hold its first meeting in 2000. It has the responsibility
to provide oversight on international issues that have a significant
impact on the Company and to act as a sounding board for the Board of
Directors, the Chief Executive Officer and his management team
concerning economic, political and social trends, and relations with
key stakeholders, in countries where the Company has international
operations; to advise on policy issues, investment and other commercial
opportunities outside the United States; and to advise on capital
expenditures and other business and financial management decisions with
respect to the Company's international operations. Messrs. Haskayne,
Langbo, Kieckhefer, Mazankowski and Yeutter are members of the
International Committee of which Mr. Mazankowski is chairman.
The Board of Directors of the Company met on thirteen occasions in
1999. All of the directors attended at least 75% of the total meetings
of the Board and the committees on which they served in 1999.
Directors' Compensation
Each non-employee director receives for service as a director an
annual fee of $45,000, fees of $1,500 for attending Board of Directors
meetings and $1,000 for attending board committee meetings. Committee
chairmen receive an additional annual fee of $5,000. In 1999,
Mr. Mazankowski received fees of Cdn. $14,750 as a non-employee
director of Weyerhaeuser Canada Ltd., a wholly owned subsidiary of the
Company. Directors are also reimbursed for travel expenses in
connection with meetings.
The Board of Directors has designated that $20,000 of the $45,000
annual fee paid to non-employee directors will be automatically placed
into a common share equivalents account under the Fee Deferral Plan for
Directors. The value of the common share equivalents account is
measured from time to time by the value of the Company's common shares
and is payable to a director in cash at a time selected in advance by
the director, which must be on or after the director's termination of
board service. The share equivalents account is credited on each
dividend payment date for common shares with the number of share
equivalents which are equal in value to the amount of the quarterly
dividend on common shares. The Fee Deferral Plan for Directors provides
that nonemployee directors may defer receipt of all or a portion of the
remaining fees for services as a director and elect between interest
bearing and common share equivalent accounts as the investment vehicle
for the deferred fees. The Fee Deferral Plan for Directors is
administered by the Compensation Committee.
5
<PAGE>
Beneficial Ownership of Common Shares
Directors and Executive Officers
<TABLE>
<CAPTION>
Voting and/or
Dispositive Powers Percent of Class
Name of Individual or (number of common and (common and Common Share
Identity of Group exchangeable shares) exchangeable shares) Equivalents(/1/)
------------------------------------------------------------------------------------
<S> <C> <C> <C>
William R. Corbin....... 110,686 * 10,746
W. John Driscoll........ 3,921,528 1.6 1,713
Richard C. Gozon........ 137,995 * 14,417
Richard F. Haskayne..... 7,629 * --
Philip M. Hawley........ 2,000 * 4,664
Robert J. Herbold....... -- --
Steven R. Hill.......... 63,583 * --
Martha R. Ingram........ 263,048 * 1,087
John I. Kieckhefer...... 4,481,928 1.9 9,520
Arnold G. Langbo........ 200 * 367
Donald F. Mazankowski... 400 * 2,069
Steven R. Rogel......... 186,896 * 27,029
William D. Ruckelshaus.. 1,600 * 4,137
Richard H. Sinkfield.... 500 * 2,491
William C. Stivers...... 51,491 * 11,593
James N. Sullivan....... 1,000 * 1,611
George H. Weyerhaeuser.. 2,259,702 1.0 9,865
Clayton K. Yeutter...... 200 * 367
Directors and executive
officers as a group
(23 individuals)....... 11,850,964 5.0 112,619
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</TABLE>
* Denotes amount is less than 1%
(/1/) Commonshare equivalents held as of December 26, 1999 under
the Fee Deferral Plan for Directors or under the Incentive
Compensation Plan for Executive Officers.
The foregoing table shows as of January 20, 2000 the numbers of
common and exchangeable shares of the Company that the respective
directors, executive officers and the members of the group, have
the power to vote or cause disposition of the shares. On all
matters submitted for shareholder vote, the common shares vote
together with the special voting stock held by the trustee. Under
the trust agreement, the trustee is entitled to cast a number of
votes equal to the number of outstanding exchangeable shares not
owned by the Company or its affiliates and as to which the
trustee has timely received voting instructions from the
exchangeable shareholders. Accordingly, percentages of total
beneficial ownership have been calculated based upon the total
number of common shares and non-affiliated exchangeable shares
outstanding as of December 26, 1999. The table also shows the
number of shares that could be acquired within 60 days after
January 20, 2000 pursuant to outstanding stock options, as
follows: Mr. Corbin 108,723 common shares; Mr. Gozon, 108,723
common shares; Mr. Haskayne 4,629 common shares; Mr. Hill, 54,770
common shares; Mr. Rogel, 186,250 common shares, Mr. Stivers,
47,400 common shares, and of the group 679,729 common shares. The
common share numbers also include shares for which certain of the
directors and nominees share voting and dispositive powers with
one or more other persons as follows: Mr. Driscoll, 2,790,912
shares (including 168,600 shares as to which he shares fiduciary
powers with Mr. Weyerhaeuser); Mrs. Ingram, 2,167 shares;
6
<PAGE>
Mr. Kieckhefer, 4,480,670 shares and, Mr. Weyerhaeuser 2,206,872
shares (including 168,600 shares as to which he shares fiduciary
powers with Mr. Driscoll). Beneficial ownership of some of the
common shares included in the foregoing table is disclaimed by
certain of the individuals listed as follows: Mr. Driscoll,
3,839,121 shares; Mrs. Ingram, 2,167 shares; Mr. Kieckhefer,
4,118,060 shares.
Owners Of More Than 5%
The following table sets forth the number of common shares held by
the only person known to the Company to beneficially own more than five
percent of common shares.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial Ownership (common shares)
----------------------------------------------------------------------
<S> <C> <C>
Capital Research and Manage-
ment Company................ 18,162,900(1) 7.7
333 South Hope Street
Los Angeles, CA 90071
Putnam Investments, Inc...... 14,505,516(2) 6.2
One Post Office Square
Boston MA 02109
----------------------------------------------------------------------
</TABLE>
(1) Based on a Schedule 13G dated February 10, 2000 in which
Capital Research and Management Company reported that, as of
December 31, 1999, it had voting power over none of such
shares and sole dispositive power over all 18,162,900 of
such shares. Capital Research and Management Company
disclaims beneficial ownership of all such shares.
(2) Based on a Schedule 13G dated February 18, 2000 in which
Putnam Investments, Inc. reported that, as of December 31,
1999, it or its subsidiaries had shared voting power over
972,090 of such shares and shared dispositive power over all
14,505,516 of such shares. Putnam Investments, Inc.
disclaims beneficial ownership of all such shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and certain of its officers to send reports of
their ownership of Weyerhaeuser stock and of changes in such ownership
to the Securities and Exchange Commission (the "SEC") and the New York
Stock Exchange. SEC regulations also require the Company to identify in
this proxy statement any person subject to this requirement who failed
to file any such report on a timely basis. Based solely on the
Company's review of the copies of such reports it has received, the
Company believes that all of its directors and officers filed all such
reports on a timely basis with respect to transactions during 1999.
Compensation Committee Report On Executive Management Compensation
The Compensation Committee of the Board of Directors is composed
entirely of directors who are not employees of the Company. The
Committee is responsible for establishing and overseeing the Company's
executive compensation programs.
Compensation Philosophy
The Committee bases compensation for executive officers on the same
guiding principles used for all Weyerhaeuser employees:
. Pay that allows the Company to (1) attract and retain people with
the skills critical to long-term success of the Company, and (2)
maintain compensation costs that are competitive.
. Pay for performance to motivate and reward individual and team
performance in attaining business objectives and maximizing
shareholder value.
7
<PAGE>
Executive Officer Compensation Practices
Compensation for executive officers includes three components: Base
salary, annual incentive and long-term incentive. Base salaries, for
the executives as a group, are set at competitive levels. The cash-
based annual incentive and the long-term incentive (stock options) are
based on Company performance.
The Committee primarily uses an industry group for compensation
comparison purposes. The comparison group consists of companies with
similar characteristics that compete with Weyerhaeuser for executive
talent. All companies in the S&P Paper and Forest Products Group used
for the performance graph on page 11 are in this comparison group along
with other forest product companies. In addition, the Committee reviews
general industry compensation data from other surveys to ensure that
the Company's compensation levels are sufficient to attract and retain
executives.
Annual Cash Compensation
Base Salary. The Company assigns a salary range for each executive
officer position. The salary range midpoints are targeted at the 50th
percentile using all the competitive data discussed above.
The Committee reviews and approves all salary ranges and salary
changes for executive officers. In determining individual salary
changes, the Committee uses its discretion after considering these
factors: (1) individual performance of the executive (using a variety
of measures), (2) position of the executive in the assigned pay range,
(3) experience, and (4) the salary budget for the Company. Salaries of
the executive officers on average are currently at the median of the
competitive data.
Annual Incentive. The Company uses an annual incentive plan to focus
management on leading the industry in financial performance and returns
to shareholders. Each executive position is assigned a target bonus
amount based on the competitive data. The targets vary by position, and
range from 40 to 60 percent of base pay.
The measures of performance used for annual incentives are total
return to shareholders (compared to selected industry competitors and
the Standard & Poor's 500) and return on net assets compared to
selected competitors.
At the end of each year, the Committee determines a preliminary bonus
pool for the executive group based on Company results against the
performance measures. The Committee then uses its discretion to
determine the final bonus pool and each individual executive officer's
bonus. For 1999, the Committee established a funding pool of 233
percent of target based on results compared to the performance
measures.
Executives may defer all or a portion of their 1999 bonus into
Weyerhaeuser share equivalents, with a 15 percent premium applied if
they delay payment for at least 5 years. The deferred account grows or
declines based on the performance of Weyerhaeuser stock (plus
dividends). The purpose of the program is to further align executive
interests with those of shareholders by providing an incentive linked
to the performance of Weyerhaeuser stock.
8
<PAGE>
Long-Term Incentive
Stock Options. The primary purpose of the long-term incentive plan is
to link management pay with the long-term interests of shareholders.
The Committee is currently using stock options to achieve that link.
The issuance of options at 100 percent of the fair market value assures
that executives will receive a benefit only when the stock price
increases.
The Committee establishes a target level of stock options for each
executive position. The target level is based on competitive data
indicating the estimated median value of long-term compensation. In
determining annual stock option grants, the Committee makes an award
above or below target based on subjective evaluation of the
individual's performance, the individual's potential to improve
shareholder value and the number of shares granted to the individual in
the previous three years.
Stock Ownership Requirements
During 1996, the Company and the Committee established guidelines for
executive stock ownership. The guidelines require executive officers to
acquire, over a five-year period, a multiple of their base salary in
shares of Weyerhaeuser stock. Minimum ownership levels are based on the
executive's salary level, and range from one to three times base
salary. Ownership is based on common shares held, stock equivalents
(through the bonus deferral program described under "Annual Incentive"
above) and shares held via the company's qualified benefit plans.
Deductibility of Compensation
The Committee has considered the provisions of Section 162(m) of the
Internal Revenue Code which limit the deductibility of compensation
paid to each named executive to $1 million. To the extent possible, the
Committee intends to preserve deductibility but may choose to provide
compensation that is not deductible in order to maximize shareholder
return and to attract, retain and reward high-performing executives.
CEO Compensation
The chief executive officer's compensation is determined based on the
principles described above. Mr. Rogel's annual base salary is
$1,000,000. This level is 100 percent of the median salary for CEOs of
companies in the industry comparison group.
The target annual bonus award for the chief executive officer
position is 60 percent of base salary. The Board approved an annual
cash award to Mr. Rogel for 1999 of $1,500,000, which represents
250 percent of his target award under the annual incentive plan. Mr.
Rogel's annual bonus award is determined in three components, each
given equal weight. The first component is calculated based on the
Company's annual return on net assets compared to industry competitors.
The second component is calculated based on total shareholder return
compared to industry competitors and the S&P 500. The third component
is based on the Board's evaluation of his performance as chief
executive officer in relation to annual goals agreed to in advance with
the Compensation Committee.
9
<PAGE>
For the long-term component of compensation, the Board approved an
award of 125,000 stock options to Mr. Rogel in 1999. Based on
competitive market data, this grant is within the competitive range of
long-term incentive grants for CEOs in the forest products industry.
<TABLE>
<S> <C>
James N. Sullivan W. John Driscoll
Chairman
John I. Kieckhefer Arnold G. Langbo
</TABLE>
Compensation Committee Interlocks and Insider Participation
No executive officer or other employee of the Company served as a
member of the Compensation Committee or as a member of the compensation
committee on the board of any company where an executive officer of
such company is a member of the Compensation Committee.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------ ---------------------------
Awards Payouts
------------------- -------
Other Restricted All Other
Annual Stock Options/ LTIP Compen-
Name and Salary Bonus Compensation Award(s) SARs Payouts sation
Principal Position Year ($) ($) ($)(1) ($) (#) ($) ($)(2)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S. R. Rogel 1999 987,019 1,500,000 -- None 125,000 None 115,862
Chairman/ 1998 960,578 750,000 -- None 85,000 None 6,724
President/ 1997 35,577 -- -- None 150,000 None 579,536(/3/)
CEO
R.C. Gozon 1999 446,058 523,085 -- None 38,000 None 7,800
Executive VP 1998 445,231 280,800 -- None 36,890 None 7,000
1997 412,615 36,400 -- None 30,000 None 30,350
W.R. Corbin 1999 446,058 523,085 -- None 38,000 None 7,800
Executive VP 1998 445,231 280,800 -- None 36,890 None 7,000
1997 412,615 36,400 -- None 30,000 None 30,350
W.C. Stivers 1999 402,745 424,643 3,797 None 31,000 None 7,800
Executive 1998 402,866 228,700 -- None 30,600 None 7,000
VP/CFO 1997 371,732 29,610 -- None 25,000 None 26,150
S. R. Hill 1999 324,269 341,811 3,070 None 20,500 None 7,800
Senior VP 1998 326,250 184,900 -- None 22,580 None 7,000
1997 289,443 24,176 -- None 14,000 None 8,150
--------------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts in this column reflect that portion of interest
above market rates (as defined by the SEC) paid on
compensation voluntarily deferred by the individuals.
(2) Amounts in this column are: (a) the Company contribution to
qualified 401(k) and profit sharing plan accounts; (b) the
premium amount credited to the executive's deferred
compensation account based on the bonus amount deferred as
common share equivalents.
(3) This amount is equal to the one-time bonus provided to Mr.
Rogel at the time he joined the Company, plus a premium
amount related to the deferral of the payment into stock
equivalents for at least five years. The bonus was linked to
losses Mr. Rogel incurred upon leaving his former employer.
10
<PAGE>
Comparison of Five-Year Cumulative Total Return
Weyerhaeuser Company, S&P 500, and S&P Paper and Forest Products Group
[PERFORMANCE CHART]
<TABLE>
<CAPTION>
Measurement Period WEYERHAUSER S&P S&P PAPER
(Fiscal Year Covered) COMPANY 500 INDEX & FOREST
- --------------------- ---------- --------- ---------
<S> <C> <C> <C>
12/94 $100.00 $100.00 $100.00
12/95 $119.33 $137.45 $110.10
12/96 $135.37 $168.93 $121.76
12/97 $144.67 $225.21 $130.57
12/98 $154.85 $289.43 $133.11
12/99 $224.49 $349.92 $185.88
</TABLE>
Assumes $100 invested on December 31, 1994 in Weyerhaeuser
common stock, S&P 500, and S&P's Paper and Forest Products
Group
-Total return assumes reinvestment of dividends
-Measurement dates are the last trading day of the calendar
year shown
-S&P's Paper and Forest Products Group: Boise Cascade,
Champion International, Georgia-Pacific, International
Paper, Louisiana-Pacific, Mead, Potlatch, Westvaco,
Weyerhaeuser and Willamette
11
<PAGE>
Option/SAR Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------------
% of Total
No. of Options/SARs
Securities Granted to
Underlying Employees in Exercise or Grant Date
Name Options/SARs Fiscal Year Base Price Expiration Present Value(2)
(A) Granted(1)(#)(B) (%)(C) ($)(D) Date (E) ($)(F)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
S. R. Rogel............. 125,000 8.0 53.75 02/10/09 2,417,500
R. C. Gozon............. 38,000 2.4 53.75 02/10/09 734,920
W. R. Corbin............ 38,000 2.4 53.75 02/10/09 734,920
W. C. Stivers........... 31,000 2.0 53.75 02/10/09 599,540
S. R. Hill.............. 20,500 1.3 53.75 02/10/09 396,470
----------------------------------------------------------------------------------------------
</TABLE>
(1) Options granted in 1999 are exercisable starting 12 months
after the grant date, with 25 percent of the shares covered
thereby becoming exercisable at that time and with an
additional 25 percent of the option shares becoming
exercisable on each successive anniversary date, with full
vesting occurring on the fourth anniversary date. The options
were granted for a term of 10 years, subject to earlier
termination in certain events related to termination of
employment.
(2) The estimated grant date present value reflected in the above
table is determined using the Black-Scholes model. The
material assumptions and adjustments incorporated in the
Black-Scholes model in estimating the value of the options
reflected in the above table include the following:
. An exercise price on the option of $53.75 equal to the fair
market value of the underlying stock on the grant date.
. An option term of ten years.
. An interest rate of 5.0 percent that represents the
interest rate on a U.S. Treasury security with a maturity
date corresponding to that of the option term.
. Volatility of 35.49 percent calculated using daily stock
prices for the one-year period prior to the grant date.
. Dividends at the rate of $1.60 per share representing the
annualized dividends paid with respect to a share of common
stock at the date of grant.
The ultimate values of the options will depend on the future market
price of the Company's stock, which cannot be forecast with reasonable
accuracy. The actual value, if any, an optionee will realize upon
exercise of an option will depend on the excess of the market value of
the Company's common stock over the exercise price on the date the
option is exercised.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options/SARs
Options/SARs at FY-End at FY-End(2)
------------------------- -------------------------
Shares Acquired Value
on Exercise(1) Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
S.R. Rogel.............. -- -- 96,250 263,750 1,578,828 4,251,328
R.C. Gozon.............. 30,000 767,625 76,723 88,167 1,910,404 1,570,000
W.R. Corbin............. 40,000 912,659 76,723 88,167 1,651,654 1,570,000
W.C. Stivers............ 103,000 2,170,837 20,900 72,700 437,595 1,296,849
S.R. Hill............... 25,000 571,063 37,895 48,185 810,207 847,072
------------------------------------------------------------------------------------------------------
</TABLE>
(1) Number of securities underlying options/SARs exercised.
(2) Based on a fair market value at fiscal year end of
$69.03125.
12
<PAGE>
Pension Plan Table
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefit(1)
---------------------------------------------------------------------------
Average Annual Years of Service
Compensation during -----------------------------------------------------
Highest 5 Years 15 20 25 30 35 40
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000 87,368 116,490 145,613 174,735 203,858 223,858
500,000 109,868 146,490 183,113 219,735 256,358 281,358
600,000 132,368 176,490 220,613 264,735 308,858 338,858
700,000 154,868 206,490 258,113 309,735 361,358 396,358
900,000 199,868 266,490 333,113 399,735 466,358 511,358
1,000,000 222,368 296,490 370,613 444,735 518,858 568,858
1,300,000 289,868 386,490 483,113 579,735 676,358 741,358
1,400,000 312,368 416,490 520,613 624,735 728,858 798,858
2,000,000 447,368 596,490 745,613 894,735 1,043,858 1,143,858
2,500,000 559,868 746,490 933,113 1,119,735 1,306,358 1,431,358
---------------------------------------------------------------------------
</TABLE>
(1) Estimated annual benefits payable upon retirement at age
65 (before giving effect to applicable Social Security
benefits) under the Retirement Plan and Supplemental
Retirement Plan to individuals having the specified
years of credited service and the indicated average
annual salaries.
The Company's Retirement Plan for Salaried Employees (the "Retirement
Plan") is a noncontributory, defined benefit pension plan for salaried
employees under which normal retirement is at age 65 and early
retirement can be elected by any participant who has reached age 55 and
has at least 10 years of vesting service. The annual retirement benefit
payable upon normal retirement is equal to (i) 1% of the participant's
average annual salary for the highest five consecutive years during the
ten calendar years before retirement, plus (ii) .5% of such highest
average annual salary in excess of the participant's Social Security
wage base (as such term is defined in the Retirement Plan), multiplied
by the number of years of credited service. The benefit payable upon
early retirement is a percentage of the benefit that would be payable
upon normal retirement and ranges from 72% at age 55 with less than 30
years of vesting service, to 100% at age 62. The number of years of
credited service is limited to 35. Joint and survivor elections may be
made under the Retirement Plan. A participant in a defined benefit
pension plan is generally limited under the Internal Revenue Code to an
annual benefit at Social Security normal retirement age of the lesser
of (i) $130,000 (subject to adjustment) or (ii) 100% of the
participant's average compensation during the consecutive three-year
period in which he received the highest compensation. Further reduction
may be required for retirement prior to the Social Security normal
retirement age. Salary used in calculating retirement benefits is
average annual salary for the highest five consecutive years during the
ten calendar years before retirement.
Employees nominated by the Chief Executive Officer and approved by
the Compensation Committee are eligible to participate in the
Supplemental Retirement Plan (the "Supplemental Plan"). Supplemental
Plan benefits, which are paid outside the Retirement Plan from the
general funds of the Company, are determined by applying to incentive
compensation paid in the five highest consecutive calendar years during
the ten calendar years before retirement of total compensation (base
salary plus any award under the Company's incentive compensation plans)
the formula for determining Retirement Plan benefits. The Supplemental
Plan also includes benefits which exceed the Internal Revenue Code
limitations described above.
If each of the executive officers named in the Summary Compensation
table had retired in 1999, the five-year average compensation used to
calculate retirement benefits would average
13
<PAGE>
60% of total compensation set forth in such table and the final average
compensation used to calculate retirement benefits for the named
individuals in the table would have been, respectively, S.R. Rogel,
$1,348,798, R.C. Gozon, $602,365, W.R. Corbin, $619,259, W.C. Stivers,
$537,304, and S.R. Hill, $420,477. The credited years of service for
those individuals in the table are, respectively, 27.6, 5.6, 12.5, 29.2
and 28.5 years.
Change in Control and Severance Agreements
The Company has agreements with each of its executive officers
providing for specified payments and other benefits if, within the six
full calendar month period prior to or 24 calendar months following the
effective date of a change in control of the Company, the officer's
employment is terminated (i) by the Company or its successor for
reasons other than cause, mandatory retirement, disability or death, or
(ii) by the officer if there has been (a) a material reduction in the
officer's position existing prior to the change in control; (b) a
requirement that the officer be based in a location which is at least
50 miles farther from the company's headquarters than was the officer's
primary residence immediately prior to the change in control; (c) a
reduction by the company in the officer's base salary as of the
effective date; or (d) a material reduction in the officer's level of
participation in any of the company's short and/or long term incentive
compensation plans. In these circumstances, the officer will receive
(a) an amount equal to three times the highest rate of the officer's
annualized base salary rate in effect prior to the change in control;
(b) three times the officer's target annual bonus established for the
bonus plan year in which the officer's date of termination occurs;
(c) an amount equal to the officer's unpaid base salary and accrued
vacation pay through the effective date of termination; (d) the
officer's unpaid targeted annual bonus prorated for the number of days
in the fiscal year through the date of the officer's termination; (e)
continuation of the group term life insurance for the officer for six
months, (f) full vesting of the officer's benefits under any and all
supplemental retirement plans in which the officer participates,
calculated under the assumption that the officer's employment continues
following the officer's termination date for three full years; (g) an
amount equal to the value of any premiums on share equivalents
forfeited under the Comprehensive Incentive Compensation Plan in
connection with the officer's termination, and (h) an amount necessary
to offset any federal excise and related income taxes payable by the
officer on all payments received under the agreement, unless such
amount is less than $50,000 in which case the officer's benefits under
the agreement are capped at the maximum amount that may be paid without
incurring such excise taxes. In addition, in accordance with the terms
of the company's long term incentive plans, in the event of a change in
control of the Company all outstanding stock options held by the
officer shall become exercisable.
The agreements with each of the Company's executive officers provide
for severance benefits if the executive's employment is terminated when
there is no change in control unless the termination is for cause,
death, disability or voluntary termination of employment by the
executive. The severance benefit payable is an amount equal to (a) one
and one-half times the highest base salary rate paid to the executive
prior to termination; (b) one and one-half times the target annual
bonus established for the bonus plan year in which the termination
occurs; (c) the amount of the executives unpaid base salary and accrued
vacation pay through the date of termination; and (d) the officer's
unpaid targeted annual bonus prorated for the number of days in the
fiscal year through the date of the officer's termination. The
severance benefit payable to Mr. Rogel where there is no change in
control is the same as described above except
14
<PAGE>
that the amount in (a) is two times the highest base salary rate and
the amount in (b) is two times the target annual bonus.
Pursuant to an agreement with Mr. Corbin, the Company's Executive
Vice President, Timberlands & Distribution, who joined the Company in
1992, he will be paid a non-qualified supplemental retirement benefit
calculated under the terms of the Retirement Plan but providing that
during the first five years of service with the Company, he will
receive two years of service credit for vesting and benefit calculation
for each year of service with the Company. Prior to joining the
Company, Mr. Corbin had been employed with International Paper Company
as vice president and general manager of land and timber and president
of IP Timberlands, Ltd.
Pursuant to an agreement with Mr. Gozon, who became the Company's
Executive Vice President, Pulp, Paper & Packaging in 1994, his pension
and post-retirement health benefits will be calculated based on at
least ten years of service if he leaves the Company after age 65. Prior
to joining the Company, Mr. Gozon had been employed by Alco Standard
Corporation, most recently in the position of president and chief
operating officer.
Pursuant to an agreement with Mr. Rogel, who became the Company's
President and Chief Executive Officer on December 1, 1997, his initial
annual salary was $925,000 and he is a participant in the incentive
compensation plan for the Company's senior executives. His bonus is
determined in three components, each to be given equal weight. The
first component is a short-term incentive calculated based on the
Company's annual return on net assets compared to industry competitors.
The second is an intermediate-term incentive calculated based on total
shareholder return compared to industry competitors and the S&P 500.
The third component is based on the Board's evaluation of his
performance as chief executive officer in relation to annual goals
agreed to in advance with the Compensation Committee. The agreement
provided that his 1999 bonus would be calculated as described above,
but would not be less than $550,000. He received $503,944 to compensate
for stock options and restricted stock forfeited upon leaving his prior
employment, the entire amount of which was deferred into common share
equivalents under the Company's deferred compensation plan. As he chose
to defer payment for at least five years, he was entitled to a 15%
premium on the amount deferred into common share equivalents. He
received a stock option grant of 150,000 shares on his first day of
employment with the Company and he is a participant in the Company's
Long-Term Incentive Compensation Plan. He is also entitled to other
benefits generally available to the Company's top management team and
is subject to the share ownership guidelines for those employees.
Pursuant to the agreement with Mr. Rogel, he will be paid a non-
qualified supplemental retirement benefit calculated under the terms of
the Company's Salaried and Supplemental Retirement Plans using his
original hire date with his prior employer in 1972, less benefits paid
to him under the Company's Retirement Plans and his prior employer's
retirement plan. He received relocation benefits under the company's
employee relocation programs. Prior to joining the Company, Mr. Rogel
was President and Chief Executive Officer of Willamette Industries,
Inc.
15
<PAGE>
Item 2. Shareholder--Proposal Relating to a Classified Board
Bartlett Naylor, 1255 North Buchanan, Arlington, VA 22205, a
shareholder, has stated his intention to present a proposal at the 2000
annual meeting. In accordance with applicable rules of the Securities
and Exchange Commission, the proposal of such shareholders (for which
neither the Company nor its Board of Directors has any responsibility)
is set forth below:
"RESOLVED: That Weyerhaeuser stockholders urge the Board of Directors
take the necessary steps, in compliance with state law, to declassify
the Board for the purpose of director elections. The board
declassification shall be completed in a manner that does not affect
the unexpired terms of directors previously elected."
SUPPORTING STATEMENT: Our company's board is divided into three
classes of directors serving staggered three-year terms. This means an
individual director faces election only once every three years, and
shareholders only vote on roughly a third of the board each year. Some
companies contend a declassified board insures continuity. We think
continuity is insured through director re-elections. When directors are
performing well they routinely are re-elected with majorities over 95%.
We believe annual elections can pave the way for improved board
sensitivity to important shareholder issues. Recently, our company
acquired the Canadian timber company MacMillan Bloedel. During the
Canadian governmental oversight process, numerous groups expressed
emphatic opposition. The largest shareholder, with nearly 10% of MB
stock, opposed the sale. Environmental groups worried that Weyerhaeuser
would fail to honor an important accord reached with MB about clear
cutting. One might have hoped that a Weyerhaeuser takeover would be
welcomed, not shunned by major investors and/or those concerned with
environmental quality. This Canadian protest should challenge our board
to improve our record--and our reputation--among the important
prospective shareholders and the environmental community which is
ultimately central to long term profitability.
Generally, shareholders have grown hostile to classified boards. This
is especially important for employee shareholders. In 1998, Walt Disney
Company agreed to change the by-laws after the resolution passed with
65% of the vote. At Fleming and Eastman Kodak more than 70% of
shareholders voted to declassify the board.
The Company's Response to the Shareholder Proposal--Item 2
In October of 1985, Weyerhaeuser Company's shareholders by an 80%
affirmative vote decided that its Board of Directors should be divided
into three classes, with Directors elected to staggered three-year
terms. This was to insure continuity and stability in the composition
of, and in the policies formulated by, the Company's Board of
Directors. This proposal is the same proposal that was defeated by the
Company's shareholders in 1996. In the opinion of the Board, a
classified Board continues to be in the best interests of the Company
and its shareholders.
The Board believes that staggered terms provide an effective balance
between the desire for continuity on the Board and the need for
accountability. Approximately one-third of the directors stand for
election each year and the entire board can be replaced in the course
of three annual meetings held just two years apart.
16
<PAGE>
The Board believes that the classified Board structure helps provide
continuity and stability in the management of the business and affairs
of the Company. It assures that at least two-thirds of the directors at
any one time have prior experience with, and in-depth knowledge of,
Weyerhaeuser Company. This experience and knowledge contributes to more
effective long-range strategic planning and a focus on long-term
performance. A classified Board also reduces the ability of a third
party to effect a sudden or surprise change in the Company's direction
without the support of the incumbent Board. This encourages any person
who might seek to acquire control of the Company to negotiate with the
Board and would help give the Board the time it would need to evaluate
any proposal, study alternatives and seek the best result for all
shareholders.
Although the proposal addresses the mechanics of electing directors,
the statement in support of the proposal discusses the response of
institutional holders and environmental groups to the Company's
acquisition of MacMillan Bloedel Limited. The acquisition received the
overwhelming support of MacMillan Bloedel's shareholders, with over 80%
voting in favor of the merger. One of MacMillan Bloedel's institutional
holders initially expressed concern about the price paid by the Company
in the acquisition, but that shareholder ultimately withdrew its
opposition. Similarly, while a few environmental groups expressed
concern, the acquisition and transfer of forest licenses was subject to
a rigorous public hearing process and was approved by the government of
British Columbia and other Canadian regulatory authorities.
The Board of Directors recommends a vote AGAINST this proposal.
Policy On Confidential Proxy Voting and Independent Tabulation and Inspection
of Elections
The Board of Directors, on February 12, 1991, adopted a Confidential
Voting Policy the text of which is as follows:
It is the policy of this corporation that all shareholder proxies,
ballots and voting materials that identify the votes of specific
shareholders shall be kept permanently confidential and shall not be
disclosed to this corporation, its affiliates, directors, officers and
employees or to any third parties except (i) where disclosure is
required by applicable law, (ii) where a shareholder expressly requests
disclosure, (iii) where the corporation concludes in good faith that a
bona fide dispute exists as to the authenticity of one or more proxies,
ballots or votes, or as to the accuracy of any tabulation of such
proxies, ballots or votes and (iv) that aggregate vote totals may be
disclosed to the corporation from time to time and publicly announced
at the meeting of shareholders at which they are relevant.
Proxy cards and other voting materials that identify shareholders
shall be returned to the bank or other financial services entity with
which this corporation has contractual arrangements to provide stock
transfer services in respect to its common shares or any other
independent business entity of which this corporation is not an
affiliate.
The tabulation process and results of shareholder votes shall be
inspected by the bank or other financial services entity with which
this corporation has contractual arrangements to provide stock transfer
services in respect to its common shares or any other independent
business entity of which this corporation is not an affiliate. Such
inspectors shall certify in
17
<PAGE>
writing to this corporation's Board of Directors (and in the
circumstances described in the fifth paragraph of this policy, the
proponent) that the election and tabulation was, to the best of the
inspectors' knowledge after diligent inquiry, carried out in compliance
with this policy.
The tabulators and inspectors of election and any authorized agents
or other persons engaged in the receipt, count and tabulation of
proxies shall be advised of this policy and instructed to comply
therewith, and shall sign a statement certifying such compliance.
In the event of any solicitation of a proxy (a "proxy contest") with
respect to any of the securities of this corporation by a person (the
"proponent") other than this corporation of which solicitation this
corporation has actual notice, this corporation shall request in
writing that the proponent and all agents and other persons engaged by
the proponent agree to the procedures for return of proxies,
tabulation, inspection and certification set forth in the second, third
and fourth paragraphs of this policy; and this corporation shall not be
bound to comply with this policy during the course of such proxy
contest in the event that the proponent is not willing so to agree.
This policy shall not operate to prohibit shareholders from
disclosing the nature of their votes to this corporation or the Board
of Directors if any shareholder so chooses or to impair free and
voluntary communication between this corporation and its shareholders.
Relationships with Independent Public Accountants
The firm of Arthur Andersen LLP, independent public accountants, has
audited the accounts of the Company and subsidiaries for a number of
years and has been selected to do so for 2000. Representatives of
Arthur Andersen LLP are expected to be present at the annual
shareholder meeting with the opportunity to make a statement if they
desire to do so and to be available to respond to appropriate
questions.
Expenses of Solicitation
All expenses of soliciting proxies, including clerical work, printing
and postage, will be paid by the Company. Proxies may be solicited
personally, or by telephone, by employees of the Company, but the
Company will not pay any compensation for such solicitations. The
Company expects to pay fees of approximately $15,000 for assistance by
Georgeson Shareholder Communications, Inc. in the solicitation of
proxies. In addition, the Company will reimburse brokers, banks and
other persons holding shares in their names or in the names of nominees
for their expenses for sending material to principals and obtaining
their proxies.
Other Business
The Board of Directors knows of no other matters to be presented at
the meeting. If any other matters come before the meeting, the proxy
holders intend to vote on such matters in accordance with their best
judgment.
Future Shareholder Proposals and Nominations
Shareholder proposals intended to be presented at the Company's 2000
annual meeting of shareholders pursuant to Rule 14a-8 promulgated by
the Securities and Exchange Commission
18
<PAGE>
must be received by the Company at its executive offices, P.O. Box
2999, Tacoma, WA 98477-2999, attention of the Corporate Secretary, on
or before November 7, 2000.
The bylaws of the Company establish procedures for shareholder
nominations for elections of directors of the Company and bringing
business before any annual meeting of shareholders of the Company. Any
shareholder entitled to vote generally in the election of directors may
nominate one or more persons for election as directors at a meeting
only if written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the
Company, not less than 90 days nor more than 120 days prior to the
meeting; provided, however, that in the event that less than 100 days'
notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be
so received no later than the close of business on the 10th day
following the day on which such notice of date of meeting was mailed or
such public disclosure was made, whichever first occurs. Each such
notice to the Secretary shall set forth: (i) the name and address of
record of the shareholder who intends to make the nomination; (ii) a
representation that the shareholder is a holder of record of shares of
the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) the name, age, business and residence
addresses, and principal occupation or employment of each nominee; (iv)
a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the shareholder; (v) such other information regarding
each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (vi) the consent of each
nominee to serve as a director of the Company if so elected. The
Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine
the eligibility of such proposed nominee to serve as a director of the
Company. The presiding officer of the meeting may, if the facts
warrant, determine that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded.
To be brought before an annual meeting by a shareholder, business
must be of a nature that is appropriate for consideration at an annual
meeting and must be properly brought before the meeting. In addition to
any other applicable requirements, for business to be properly brought
before the annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Company.
To be timely, each such notice must be given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of
the Company, not less than 90 days nor more than 120 days prior to the
meeting; provided, however, that in the event that less than 100 days'
notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be
so received no later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, whichever first
occurs. Each such notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (w)
a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the
annual meeting, (x) the name and address of record of the shareholder
proposing such business, (y) the name, class or series and number of
shares of the Company which are owned
19
<PAGE>
by the shareholder, and (z) any material interest of the shareholder in
such business. Public disclosure of the date of the 2000 annual meeting
of shareholders was made in the enclosure with the dividend which was
mailed to shareholders in November, 1999. The date of the next annual
meeting of shareholders of Weyerhaeuser Company after the 2000 annual
meeting is April 17, 2001.
For the Board of Directors
SANDY D. McDADE
Secretary
Federal Way, Washington,
March 6, 2000
A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 26, 1999, as filed with the Securities and Exchange
Commission, excluding certain exhibits thereto, may be obtained without
charge, by writing to Investor Relations, Weyerhaeuser Company, CH
1K35C, P.O. Box 2999, Tacoma, Washington 98477-2999.
20
<PAGE>
This proxy statement was printed on Weyerhaeuser
Cougar Opaque 40-pound. The entire report can be
recycled. Thank you for recycling.
[LOGO OF RECYCLE]
<PAGE>
[MAP AND DIRECTIONS TO CORPORATE HEADQUARTERS]
<PAGE>
[LOGO OF WEYERHAEUSER]
ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven R. Rogel, William D. Ruckelshaus and
Martha R. Ingram, and each of them, with full power to act without the other and
with full power of substitution, as proxies to represent and to vote, as
directed herein, all shares the undersigned is entitled to vote at the annual
meeting of the shareholders of Weyerhaeuser Company to be held at the Corporate
Headquarters Building, Federal Way, Washington, on Tuesday, April 18, 2000 at
9:00 a.m., and all adjournments thereof. Shares not held in Plan accounts will
be voted as directed on the reverse side of this Proxy card. If the card is
signed and returned without specific instructions for voting, the shares will be
voted in accordance with the recommendations of the Board of Directors.
If there are shares allocated to the undersigned in the Weyerhaeuser Company
401(k), Weyerhaeuser Canada Ltd. Investment Growth, or Performance Share Plans,
the undersigned hereby directs the Trustee to vote all full and fractional
shares as indicated on the reverse side of this card. If the card is signed and
returned without specific instructions for voting, the shares will be voted in
accordance with the recommendations of the Board of Directors. Shares for which
no voting instructions are received will be voted as provided by the Plans.
TO BE SIGNED AND DATED ON REVERSE SIDE
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
<PAGE>
<TABLE>
<CAPTION>
Please mark
your votes as [X]
indicated in
this example
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
| The Board of Directors recommends a vote "FOR" all |
| nominees in Item 1 and "AGAINST" Item 2. |
| |
| ITEM 1--Election as directors of the (INSTRUCTION: To withhold authority to vote |
| following nominees identified for any of the foregoing individuals, write the |
| in the Proxy Statement: WITHHOLD name(s) on the following line.) |
| FOR AUTHORITY TO VOTE |
| W. John Driscoll [_] [_] _______________________________________________ |
| Richard F. Haskayne |
| Robert J. Herbold |
| Arnold G. Langbo |
| Donald F. Mazankowski |
| Clayton K. Yeutter |
| |
| ITEM 2--Shareholder proposal relating FOR AGAINST ABSTAIN |
| to a classified Board. [_] [_] [_] |
| |
- ------------------------------------------------------------------------------------------------------------------------------------
In their discretion to vote upon other matters
---------- that may properly come before the meeting.
|
| Please sign exactly as your name(s) appears hereon.
|
| DATED:________________________________________, 2000
____________________________________________________
Signature
____________________________________________________
Signature
When signing as attorney, executor, administrator,
trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
- ------------------------------------------------------------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
</TABLE>
[LOGO OF WEYERHAEUSER]
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
