<PAGE>
As filed with the Securities and Exchange
Commission on April 26, 1994. Registration No. 33-53263
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
WILLAMETTE INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Oregon 93-0312940
(State or other jurisdiction of (IRS Employer Identification
No.)
incorporation or organization)
3800 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
Telephone (503) 227-5581
(Address and telephone number of principal executive offices)
J.A. PARSONS
Executive Vice President
WILLAMETTE INDUSTRIES, INC.
3800 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
Telephone (503) 227-5581
(Name, address, and telephone number of agent for service)
---------------
Copies to:
Miller, Nash, Wiener, Hager & Sullivan & Cromwell
Carlsen 125 Broad Street
111 S.W. Fifth Avenue New York, New York 10004
Portland, Oregon 97204-3699 Attn: Robert S. Risoleo
Attn: Kenneth W. Hergenhan (212) 558-4000
(503) 224-5858
---------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement as
determined in light of market conditions and other factors.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ___
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. x
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
==============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
The exhibits to the registration statement required by Item 601
to Regulation S-K are listed in the accompanying index to exhibits.
II-1<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of
Oregon, on the 26th day of April, 1994.
WILLAMETTE INDUSTRIES, INC.
By WILLIAM SWINDELLS*
William Swindells
Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to registration statement has been signed below by the following
persons in the capacities indicated on the 26th day of April, 1994.
Signature Title
(1) Principal Executive Officer
and Director:
WILLIAM SWINDELLS* Chairman and Chief Executive
Officer
William Swindells and Director
(2) Principal Financial Officer:
/s/ J. A. PARSONS Executive Vice President and Chief
J. A. Parsons Financial Officer, Secretary
and Treasurer
(3) Principal Accounting Officer:
/s/ DUANE C. MCDOUGALL Vice President-Controller
Duane C. McDougall
(4) A Majority of the Board of Directors:
C. M. BISHOP, JR.* Director
GERARD K. DRUMMOND* Director
E. B. HART* Director
C. W. KNODELL* Director
PAUL N. McCRACKEN* Director
STUART J. SHELK, JR.* Director
ROBERT M. SMELICK* Director
SAMUEL C. WHEELER* Director
BENJAMIN R. WHITELEY* Director
*By /s/ J. A. PARSONS
J. A. Parsons
Attorney-in-fact
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document Description
1.1. Form of proposed Underwriting Agreement. Incorporated by reference
to Exhibit 1 to the registrant's registration statement on Form S-3
(File No. 33-39871) effective April 29, 1991.
1.2. Form of Distribution Agreement for Medium-Term Notes.*
4.1. Indenture, dated as of January 30, 1993, between the registrant and
The Chase Manhattan Bank (National Association). Incorporated by
reference to Exhibit 4A to the registrant's registration statement
on Form S-3 (File No. 33-58044) effective March 1, 1993 (the "1993
Form S-3").
4.2. General form of proposed Security. Incorporated by reference to
Exhibit 4B to the registrant's registration statement on Form S-3
(File No. 33-1876) effective December 13, 1985.
4.3. Form of Fixed Rate Note. Incorporated by reference to Exhibit 4C to
the registrant's registration statement on Form S-3 (File No. 33-
35955) effective July 30, 1990.
4.4. Form of Medium-Term Note (fixed rate).*
4.5. Form of Medium-Term Note (floating rate).*
4.6. Form of Letter of Representations among the registrant, The Chase
Manhattan Bank (National Association) and The Depository Trust
Company. Incorporated by reference to Exhibit 4F to the 1993 Form
S-3.
5. From of opinion of Miller, Nash, Wiener, Hager & Carlsen as to the
validity of the Securities.*
5.1 Executed opinion of Miller, Nash, Wiener, Hager & Carlsen.
12. Computation of ratio of earnings to fixed charges. Incorporated by
reference to Exhibit 12 to the registrant's annual report on Form
10-K for the year ended December 31, 1993.
23.1. Consent of KPMG Peat Marwick, independent auditors.*
23.2. Consent of Miller, Nash, Wiener, Hager & Carlsen (included in
Exhibit 5.1).
24. Power of attorney of certain officers and directors.*
25. Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank (National
Association).*
____________________
* Previously filed.
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
<PAGE>
<PAGE>
Exhibit 5.1
MILLER, NASH, WIENER
HAGER & CARLSEN
ATTORNEYS AND COUNSELORS AT LAW
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
April 22, 1994
Willamette Industries, Inc.
3800 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
Gentlemen:
Reference is made to the registration statement dated
April 20, 1994, on Form S-3 (the "Registration Statement"), to be
filed by Willamette Industries, Inc., an Oregon corporation (the
"Company"), with the Securities and Exchange Commission (the
"Commission) for the purpose of registering under the Securities Act
of 1933, as amended (the "Act"), senior debt securities of the
Company in the aggregate principal amount of $200,000,000 (the
"Securities") to be issued under an indenture (the "Indenture")
dated as of January 30, 1993, between the Company and The Chase
Manhattan Bank (National Association), as trustee (the "Trustee").
The Securities may be offered and sold from time to time as set
forth in the prospectus (the "Prospectus") included in the
Registration Statement and in supplements to the Prospectus.
As counsel for the Company, we are familiar with the actions
taken by the board of directors of the Company with respect to the
authorization of the Securities and the Indenture. We have examined
originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, certificates of public
officials, and other documents as we have deemed necessary or
relevant as a basis for the opinion set forth herein.
<PAGE>
Willamette Industries, Inc. - 2 - April 22, 1994
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the state of Oregon with corporate
power and authority under such laws to issue the Securities.
2. The Indenture has been duly authorized, executed and
delivered by the Company and, assuming due authorization,
execution and delivery by the Trustee, constitutes a legal, valid
and binding indenture of the Company.
3. When (i) the creation of a series of the Securities and
the issuance and sale thereof have been duly authorized by
appropriate corporate action, (ii) the Securities of such series
have been duly executed, authenticated and delivered in the form
filed as an exhibit to the Registration Statement (appropriately
completed to reflect such corporate action) and in accordance
with the Indenture (after it is duly qualified under the Trust
Indenture Act of 1939), and (iii) the Securities of such series
are sold as described in the Registration Statement and
Prospectus, including an appropriate supplement thereto, and
payment is received therefor, while the Registration Statement is
effective and in compliance with state securities laws, the
Securities of such series will constitute legal, valid and
binding obligations of the Company entitled to the benefits of
the Indenture.
This opinion is based upon the laws of the United States and
the state of Oregon at the date hereof and would not necessarily be
the same at any subsequent date.
We consent to the use of this opinion in the Registration
Statement and in any amendments thereto and to the references to us
under the caption "Validity of Offered Securities" in the
Prospectus. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Miller, Nash, Wiener, Hager & Carlsen
MILLER, NASH, WIENER, HAGER & CARLSEN
EXHIBIT 5.1
<PAGE>
