<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
March 31, 1994
Commission File Number 0-3730
Willamette Industries, Inc.
(Exact name of registrant as specified in its charter)
State of Oregon 93-0312940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3800 First Interstate Tower, Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 227-5581
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, 50 cent par value: 55,026,927, May 9, 1994.
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED BALANCE SHEETS PART I
(000's Omitted) ITEM 1
<CAPTION>
March 31, December 31,
ASSETS 1994 1993
------ ------------ ------------
<S> <C> <C>
Current assets:
Cash, including time deposits $ 1,568 9,543
Receivables, net of allowance
for doubtful accounts of $4,815 and $4,466 237,540 207,161
Inventories (Note 2) 284,793 269,063
Deposits on timber cutting contracts 38,151 36,321
Prepaid expenses 8,152 11,124
------------ ------------
Total current assets 570,204 533,212
Timber, timberlands and related facilities, at cost
less the cost of fee timber harvested and amortization 487,812 483,308
Property, plant and equipment, at cost less
accumulated depreciation of $1,164,139 and $1,121,860 1,740,913 1,718,063
Other assets 67,006 69,970
------------ ------------
Total assets $ 2,865,935 2,804,553
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current portion of long-term debt $ 1,170 1,278
Notes payable 108,000 96,000
Accounts payable, including book overdrafts
of $38,163 and $43,905 141,102 139,572
Accrued expenses 130,781 125,996
Accrued income taxes 25,526 12,790
------------ ------------
Total current liabilities 406,579 375,636
Deferred income taxes 203,442 198,295
Other liabilities 32,042 31,042
Long-term debt 941,570 941,710
Stockholders' equity:
Common stock, $.50 par value (55,026,378 and
54,897,648 shares outstanding in 1994 and 1993) 27,513 27,449
Capital surplus 293,328 288,646
Retained earnings 961,461 941,775
------------ ------------
Total stockholders' equity 1,282,302 1,257,870
------------ ------------
Total liabilities & stockholders' equity $ 2,865,935 2,804,553
============ ============
</TABLE>
<PAGE>
<TABLE>
FORM 10-Q
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES PART I
CONSOLIDATED STATEMENTS OF EARNINGS ITEM 1
(000's Omitted Except Per Share Amounts)
<CAPTION>
Three Months Ended
March 31,
----------------------
1994 1993
-------- --------
<S> <C> <C>
Net sales $ 679,701 633,022
Cost of sales 564,737 523,785
--------- ---------
Gross profit 114,964 109,237
Selling and administrative expenses 45,431 42,705
------- -------
Operating earnings 69,533 66,532
Other income(expense), net (150) (545)
------- -------
69,383 65,987
Interest expense, net 15,912 16,155
------- -------
Earnings before taxes and accounting changes 53,471 49,832
Provision for income taxes 20,586 18,936
------- -------
Earnings before accounting changes 32,885 30,896
Accounting changes 0 26,364
------- -------
Net earnings $ 32,885 57,260
======= =======
Weighted average number of shares outstanding 54,984,014 54,780,254
========== ==========
Per Share Information:
Earnings before accounting changes $ 0.60 0.56
Accounting changes 0.00 0.48
----- -----
Net earnings $ 0.60 1.04
===== =====
Dividends per share $ 0.24 0.22
===== =====
</TABLE>
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS PART I
(000's Omitted) ITEM 1
<CAPTION>
Three Months Ended
March 31,
---------------------
1994 1993
--------- ---------
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 32,885 57,260
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 44,534 40,193
Stumpage on fee timber harvested 5,404 4,402
Other amortization 873 1,135
Increase in deferred income taxes 5,147 5,302
Cumulative impact of change in accounting standards - (26,364)
Changes in working capital items:
Accounts receivable (30,379) (20,658)
Inventories (15,730) 4,374
Prepaid expenses and timber deposits 1,142 (2,495)
Accounts payable and accrued expenses 6,315 820
Federal and state taxes on income 12,736 12,952
--------- ---------
Net cash provided by operating activities 62,927 76,921
--------- ---------
Cash Flows From Investing Activities:
Proceeds from sale of equipment 919 611
Expenditures for property, plant and equipment (68,316) (79,996)
Expenditures for timber and timberlands, net (9,123) (6,776)
Expenditures for roads and reforestation (1,850) (1,729)
Other 4,206 1,427
--------- ---------
Net cash used in investing activities (74,164) (86,463)
--------- ---------
Cash Flows From Financing Activities:
Debt borrowings 12,000 105,054
Proceeds from sale of capital stock 4,709 548
Cash dividends (13,199) (12,046)
Payment on debt (248) (87,393)
--------- ---------
Net cash provided from financing activities 3,262 6,163
--------- ---------
Net increase (decrease) in cash (7,975) (3,379)
Cash at beginning of year 9,543 9,034
--------- ---------
Cash at end of period $ 1,568 5,655
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) $ 15,404 19,238
========= =========
Income taxes $ 1,106 682
========= =========
</TABLE>
<PAGE>
FORM 10-Q
PART I
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1994
Note 1 The information furnished in this report reflects all
adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim
periods presented.
Note 2 The components of inventories are as follows (thousands of
dollars):
March 31, December 31,
1994 1993
_________ ____________
Finished product $ 85,123 78,197
Work in process 6,800 6,205
Raw material 135,299 128,312
Supplies 57,571 56,349
________ _______
$284,793 269,063
======== =======
Note 3 Effective January 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) #106
"Employers' Accounting for Postretirement Benefits Other than
Pensions" and SFAS #109 "Accounting for Income Taxes." The
total cumulative impact of these two changes was a credit to net
earnings in the first quarter of 1993 of $26.4 million or $.48
per share.
Other notes have been omitted pursuant to Rule 10-01(a)(5) of Regulation
S-X.
<PAGE>
FORM 10-Q
PART I
ITEM 2
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
March 31, 1994
The Company's two basic businesses, paper products and building materials,
are affected by changes in general economic conditions. Paper product sales
and earnings tend to follow the general economy. Building materials activity
is closely related to new housing starts and to the availability and terms of
financing for construction. Both industry segments use timber as the basic
raw material. The cost of timber is sensitive to various supply and demand
factors, including environmental issues affecting log supply.
RESULTS OF OPERATIONS
1st Quarter 1994 vs. 1st Quarter 1993
Net sales increased 7.4% in the first quarter of 1994 compared with the first
quarter of 1993. Paper product sales increased 7.6%. Sales volumes for all
paper product lines were at or above levels for the same period a year ago.
However, excluding minor price improvements in cut sheets and business forms,
weak economic conditions and continued excess production capacity in the
paper industry resulted in lower average sales price realizations in all
other paper product lines. Building materials sales increased 7.0% compared
with the first quarter of 1993 as average sales price realizations increased
substantially in all building materials product lines except plywood.
Plywood prices decreased 9.8% primarily due to curtailed building activity
and exceptionally strong pricing in the first quarter of 1993. Building
activity was down mainly due to bad weather in the eastern half of the United
States (U. S.) and rising interest rates. Demand has been strong for
particleboard and medium density fiberboard (MDF) since the last half of
1993. As a result, average price realizations for particleboard and MDF have
increased 24.4% and 16.4%, respectively, compared with the first quarter of
1993. Unit sales volumes exceeded the previous year levels for lumber and
composite board products. However, plywood unit sales volumes were slightly
below previous year levels mainly due to a slow start-up of the Moncure plant
in the first quarter of 1994 after completion of a modernization project.
Gross profit margins decreased to 16.9% in the first quarter of 1994 from
17.3% in the first quarter of 1993. Paper product gross margins decreased to
10.8% from 11.2% in the first quarter of 1993 as average sales prices
continued to decline. The results of this group were also negatively
affected by costs associated with the successful start-up of the Company's #5
fine paper machine at the Johnsonburg, Pennsylvania mill and will continue to
be affected during the second quarter as new pulping facilities come on line
at that mill. Building materials gross profit margins declined to 26.2%
compared with 26.5% in the first quarter of 1993. The decrease in building
materials margins is mainly due to decreases in average sales price
realizations for plywood coupled with increasing log costs. Plywood prices
drifted downward during the first quarter of 1994 as a result of an inclement
winter in the eastern half of the U. S. and rising interest rates. These
factors are also affecting lumber prices as the Company moves into the second
quarter. Log costs in the southern region of the U.S. are increasing
primarily due to supply and demand factors. The reduced supply of federal
timber continues to drive the cost of open market logs upward in Oregon. The
Company is able to supply 60% of its Oregon log needs from its own
timberlands; however, additional curtailment of Oregon wood product
operations will be necessary unless there is a meaningful resolution to the
federal timber supply problem.
Interest expense was $15.9 million in the first quarter of 1994 compared with
$16.2 million in the first quarter of 1993. Even though the Company's
average outstanding debt increased $133.6 million between the two periods,
gross interest expense decreased in the first quarter of 1994 as the Company
has experienced an overall lowering of effective interest rates. The
Company's effective interest rate on average outstanding debt declined from
8.76% for the first three months of 1993 to 7.34% for the same period in
1994.
Effective January 1, 1993, the Company adopted the provisions of SFAS #106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions" which
resulted in a change in accounting for such benefits from the "pay-as-you-go"
basis to the accrual basis. The change resulted in a charge to net earnings
after taxes of $13.6 million or $.25 per share. In addition, the Company
adopted the provisions of SFAS # 109, "Accounting for Income Taxes" which
required that deferred taxes payable in the future be reflected at current
statutory tax rates. This change resulted in a credit to net earnings after
taxes of $40.0 million or $.73 per share. The total cumulative impact of
these two changes was a credit to net earnings in the first quarter of 1993
of $26.4 million or $.48 per share. The increase in the federal corporate
tax rate in August 1993 also impacted the comparison of the provision for
taxes between the two periods. The effective tax rate used for the first
quarter of 1994 was 38.5% compared with 38.0% for the first quarter of 1993.
Financial Condition as of March 31, 1994
During the first quarter of 1994, the Company had capital expenditures of
$79.3 million that were funded by internally generated cash flows. Cash
flows from operating activities have decreased $14.0 million or 18.2% in the
first quarter of 1994 from the comparable period in 1993 mainly due to
increases in the investment for working capital items. The investment in
working capital was funded by internally generated cash flows and net new
borrowings of $11.8 million.
The long-term debt-to-capital ratio has decreased slightly to 42.4% at
March 31, 1994 from 42.3% at December 31, 1993. Net working capital
increased to $163.6 million at March 31, 1994 from $157.6 million at
December 31, 1993.
The Company believes it has the resources available to meet its liquidity
requirements. Resources include internally generated funds, short-term
borrowing agreements, revolving credit lines (including $25.0 million
available under an agreement arranged in October of 1993) and term loans
which could be arranged with several banks as the Company has done in the
past. Subsequent to March 31, 1994, the Company registered under the
Securities Act of 1993, senior debt securities totaling $200.0 million. As
of the date of this filing, none of the debt securities have been issued.
On February 10, 1994, the Board of Directors of the Company voted to increase
the quarterly cash dividend to $.24 per share. This represents a 9.1%
increase in the quarterly dividend; however, there is no assurance to future
dividends as they are dependent upon earnings, capital requirements and
financial condition.
<PAGE>
FORM 10-Q
PART II
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of the Company's shareholders was held April 28, 1994.
The following directors were elected at the annual meeting for terms of
office expiring in 1997 by the vote indicated below:
Abstentions and
For Withheld Broker Non-votes
Gerard K. Drummond 43,661,987 89,890 0
Paul N. McCraken 43,661,151 90,726 0
Stuart J. Shelk, Jr. 43,658,985 92,892 0
Samuel C. Wheeler 43,663,873 88,004 0
The following individuals continue to serve as directors:
Expiration
Of Term
___________
C. M. Bishop, Jr. 1995
Robert M. Smelick 1995
Benjamin R. Whiteley 1995
E. B. Hart 1996
C. W. Knodell 1996
William Swindells 1996
The appointment of KPMG Peat Marwick, independent certified public
accountants, to audit the financial statements of the Company for the year
1994 was approved at the annual meeting by the following vote: 43,335,396
for; 398,658 against and 17,823 abstain and broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Exhibit
3B Bylaws of the Company as
amended through April 28,
1994
12 Computation of
Ratio of Earnings
to Fixed Charges
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLAMETTE INDUSTRIES, INC.
By /s/J. A. Parsons
J. A. Parsons
Executive Vice President
Principal Financial Officer)
Date: May 11, 1994
<PAGE>
<PAGE>
EXHIBIT 3B
INDEX TO
BYLAWS
OF
WILLAMETTE INDUSTRIES, INC.
April 28, 1994
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
ARTICLE I Offices. . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal Office . . . . . . . . . . . . . 1
Section 2. Registered Office. . . . . . . . . . . . . 1
ARTICLE II Shareholders. . . . . . . . . . . . . . . . . . . 1
Section 1. Annual Meeting . . . . . . . . . . . . . . 1
Section 2. Special Meetings . . . . . . . . . . . . . 1
Section 3. Place of Meeting . . . . . . . . . . . . . 1
Section 4. Notice of Meeting. . . . . . . . . . . . . 1
Section 5. Quorum; Manner of Acting . . . . . . . . . 2
Section 6. Proxies. . . . . . . . . . . . . . . . . . 2
Section 7. Voting of Shares . . . . . . . . . . . . . 2
Section 8. Acceptance of Votes. . . . . . . . . . . . 2
ARTICLE III Board of Directors . . . . . . . . . . . . . . . 3
Section 1. General Powers . . . . . . . . . . . . . . 3
Section 2. Number, Tenure and Classification. . . . . 3
Section 3. Regular Meetings . . . . . . . . . . . . . 3
Section 4. Special Meetings . . . . . . . . . . . . . 3
Section 5. Notice; Waiver . . . . . . . . . . . . . . 4
Section 6. Quorum . . . . . . . . . . . . . . . . . . 4
Section 7. Manner of Acting . . . . . . . . . . . . . 4
Section 8. Vacancies. . . . . . . . . . . . . . . . . 4
Section 9. Presumption of Assent. . . . . . . . . . . 4
Section 10. Removal of Directors . . . . . . . . . . . 5
Section 11. Compensation . . . . . . . . . . . . . . . 5
Section 12. Retirement . . . . . . . . . . . . . . . . 5
Section 13. Emeritus Director. . . . . . . . . . . . . 5
Section 14. Action Without a Meeting . . . . . . . . . 5
Section 15. Telephonic Meetings. . . . . . . . . . . . 5
Section 16. Notification of Nominations. . . . . . . . 5
ARTICLE IV Executive Committee and
Other Committees. . . . . . . . . . . . . . . . . 6
Section 1. Appointment. . . . . . . . . . . . . . . . 6
Section 2. Authority. . . . . . . . . . . . . . . . . 6
Section 3. Tenure and Qualifications. . . . . . . . . 7
Section 4. Meetings; Notice; Waiver . . . . . . . . . 7
Section 5. Quorum; Manner of Acting . . . . . . . . . 7
Section 6. Action Without a Meeting . . . . . . . . . 7
Section 7. Vacancies. . . . . . . . . . . . . . . . . 7
Section 8. Resignations and Removal . . . . . . . . . 7
Section 9. Procedure. . . . . . . . . . . . . . . . . 8
Section 10. Appointment of Other Committees
of the Board of Directors. . . . . . . . . 8
Section 11. Appointment of Other Committees. . . . . . 8
ARTICLE V Officers . . . . . . . . . . . . . . . . . . . . . 8
Section 1. Number . . . . . . . . . . . . . . . . . . 8
Section 2. Election and Term of Office. . . . . . . . 9
Section 3. Removal. . . . . . . . . . . . . . . . . . 9
Section 4. Vacancies. . . . . . . . . . . . . . . . . 9
Section 5. Chairman of the Board. . . . . . . . . . . 9
Section 6. President. . . . . . . . . . . . . . . . . 9
Section 7. Executive Vice-Presidents. . . . . . . . . 10
Section 8. Vice-Presidents. . . . . . . . . . . . . . 10
Section 9. Financial Vice-President . . . . . . . . . 10
Section 10. Secretary. . . . . . . . . . . . . . . . . 10
Section 11. Treasurer. . . . . . . . . . . . . . . . . 10
Section 12. Assistant Secretaries and
Assistant Treasurers . . . . . . . . . . . 11
Section 13. Salaries . . . . . . . . . . . . . . . . . 11
ARTICLE VI Contracts, Loans, Checks and Deposits . . . . . . 11
Section 1. Contracts. . . . . . . . . . . . . . . . . 11
Section 2. Loans. . . . . . . . . . . . . . . . . . . 11
Section 3. Checks, Drafts, etc. . . . . . . . . . . . 11
Section 4. Deposits . . . . . . . . . . . . . . . . . 11
ARTICLE VII Certificates For Shares and Their Transfer . . . 12
Section 1. Certificates for Shares. . . . . . . . . . 12
Section 2. Transfer of Shares . . . . . . . . . . . . 12
Section 3. Replacement of Certificates. . . . . . . . 12
Section 4. Transfer Agents and Registrars . . . . . . 12
ARTICLE VIII Seal. . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE IX Fiscal Year . . . . . . . . . . . . . . . . . . . 13
ARTICLE X Amendments . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE>
BYLAWS
OF
WILLAMETTE INDUSTRIES, INC.
AS AMENDED THROUGH
November 11, 1993
ARTICLE I
Offices
Section 1. Principal Office. The principal office of
the corporation in the State of Oregon shall be located in the
City of Portland, County of Multnomah. The corporation may have
such other offices, either within or without the State of
Oregon, as the board of directors may designate or as the
business of the corporation may require from time to time.
Section 2. Registered Office. The registered office
of the corporation required by the Oregon Business Corporation
Act ("Act") to be maintained in the State of Oregon may be, but
need not be, the same as any of its places of business in the
State of Oregon, and the location of the registered office may
be changed from time to time by the board of directors or the
registered agent of the corporation.
ARTICLE II
Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the fourth Thursday in April at
10 a.m., for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting.
Section 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, may be called by the
chairman of the board or by the board of directors, and shall be
called by the chairman of the board if one or more written
demands for a meeting describing the purpose or purposes for
which it is to be held are signed, dated and delivered to the
secretary of the corporation by the holders of at least
10 percent of all votes entitled to be cast on any issue
proposed to be considered at the meeting.
Section 3. Place of Meeting. The board of directors
shall determine the place of meeting for all annual and special
meetings of the shareholders. In the absence of any such
determination, all meetings of shareholders shall be held at the
principal office of the corporation in the State of Oregon.
Section 4. Notice of Meeting. Written or printed
notice stating the place, day and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given not earlier than 60 nor less
than ten days before the date of the meeting, either personally
or by mail, by or at the direction of the chairman of the board,
or the secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be effective when deposited in the
United States mail, addressed to the shareholder at his address
as shown in the corporation's current record of shareholders,
with postage thereon prepaid. If a meeting is adjourned to a
different date, time or place announced at the meeting before
adjournment, notice need not be given of the new date, time or
place unless a new record date is or must be fixed for the
adjourned meeting.
Section 5. Quorum; Manner of Acting. Shares entitled
to vote as a separate voting group may take action on a matter
only if a quorum of those shares exists with respect to the
matter. A majority of the votes entitled to be cast on the
matter by voting group, represented in person or by proxy, shall
constitute a quorum of that voting group for action on that
matter. If a quorum exists, action on a matter, other than the
election of directors, shall be approved by a voting group if
the votes cast within the voting group favoring the action
exceed the votes cast opposing the action unless the Act
requires a greater number of affirmative votes. Directors shall
be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum
is present. Once a share is represented for any purpose at a
meeting, it shall be deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of the meeting
unless a new record date is or must be set for the adjourned
meeting.
Section 6. Proxies. At all meetings of shareholders,
a shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the secretary of the corporation
before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 7. Voting of Shares. Each outstanding share
of the corporation's common stock shall be entitled to one vote
upon each matter submitted to a vote at a meeting of the
shareholders except that shares owned, directly or indirectly,
by another corporation in which the corporation owns, directly
or indirectly, a majority of the shares entitled to vote for the
election of directors of such other corporation shall not be
voted at any meeting or counted in determining the total number
of outstanding shares at any given time.
Section 8. Acceptance of Votes. If the name signed
on a vote, consent, waiver or proxy appointment corresponds to
the name of a shareholder, the corporation shall be entitled to
accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder,
the corporation shall nevertheless be entitled to accept the
vote, consent, waiver or proxy appointment and give it effect as
the act of the shareholder if:
a. The shareholder is an entity and the name
signed purports to be that of an officer or agent of
the entity.
b. The name signed purports to be that of an
administrator, executor, guardian or conservator
representing the shareholder.
c. The name signed purports to be that of a
receiver or trustee in bankruptcy of the shareholder.
d. The name signed purports to be that of a
pledgee, beneficial owner or attorney-in-fact of the
shareholder.
e. Two or more persons are the shareholder as
cotenants or fiduciaries, the name signed purports to
be the name of at least one of the co-owners, and the
person signing appears to be acting on behalf of all
co-owners.
The corporation shall be entitled to reject a vote,
consent, waiver or proxy if the secretary or other officer of
agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the
shareholder.
ARTICLE III
Board of Directors
Section 1. General Powers. The business and affairs
of the corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Classification. The
number of directors shall be ten, divided into three classes,
three directors to be designated as Class A directors, three
directors to be designated as Class B directors and four
directors to be designated as Class C directors. At each annual
meeting, directors to replace those whose terms expire at such
annual meeting shall be elected, each such director to hold
office until the third annual meeting next succeeding his
election and until his successor is elected or until his death,
resignation, retirement or removal.
Section 3. Regular Meetings. A regular meeting of
the board of directors shall be held without other notice than
this bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The board of directors may
provide by resolution the time and place, either within or
without the State of Oregon, for the holding of additional
regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the
board of directors may be called by or at the request of the
chairman of the board or any two directors. The person or
persons authorized to call special meetings of the board of
directors may fix any place, either within or without the State
of Oregon, as the place for holding any special meeting of the
board of directors called by them.
Section 5. Notice; Waiver. Notice of the time, date
and place of any special meeting shall be given at least ten
days previously thereto, orally or by written notice delivered
personally or given by telegraph, teletype or other form of wire
communication, or by mail or private carrier, to each director
at his business address. Oral notice shall be effective when
communicated if communicated in a comprehensible manner and
written notice shall be effective at the earliest of the
following: (a) when received, (b) five days after its deposit in
the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, and (c) on the date shown on
the return receipt, if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on
behalf of the director. A director's attendance at, or
participation in, a meeting shall constitute a waiver of notice
of such meeting, except where a director at the beginning of the
meeting, or promptly upon the director's arrival, objects to
holding of the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to action
taken at the meeting. A written waiver of notice of a meeting
signed by the director or directors entitled to such notice,
whether before or after the time stated therein, which specifies
the meeting for which notice is waived and which is filed with
the minutes or corporate records shall be equivalent to the
giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of
notice of such meeting.
Section 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article III shall
constitute a quorum for the transaction of business at any
meeting of the board of directors, but, if less than such
majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without
further notice.
Section 7. Manner of Acting. The affirmative vote of
a majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of directors.
Section 8. Vacancies. Any vacancy occurring in the
board of directors, including a vacancy resulting from an
increase in the number of directors, may be filled by the board
of directors or, if the remaining directors constitute fewer
than a quorum, by the affirmative vote of a majority of all the
remaining directors. The term of a director elected to fill a
vacancy shall expire at the next shareholders' meeting at which
directors are elected.
Section 9. Presumption of Assent. A director who is
present at a meeting of the board of directors at which
corporate action is taken shall be deemed to have assented to
the action taken, unless (a) the director objects at the
beginning of the meeting, or promptly upon the director's
arrival, to holding the meeting or transacting business at the
meeting; (b) the director's dissent or abstention from the
action taken is entered in the minutes of the meeting; or
(c) the director delivers written notice of dissent or
abstention to the presiding officer of the meeting before its
adjournment or to the corporation immediately after adjournment
of the meeting. Such right to dissent or abstain shall not
apply to a director who voted in favor of such action.
Section 10. Removal of Directors. All or any number
of the directors of the corporation may be removed, with or
without cause, at a meeting called expressly for that purpose,
by the affirmative vote of the holders of not less than
80 percent of the outstanding shares of capital stock of the
corporation.
Section 11. Compensation. By resolution of the board
of directors, each director may be paid an annual fee as
director and, in addition thereto, a fixed sum for attendance at
each meeting of the board of directors and executive committee
or other committees and his expenses, if any, of attendance at
any such meeting. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor.
Section 12. Retirement. Each director shall retire
from the board of directors on the date of the regular quarterly
meeting of directors next following the date on which he attains
the age of 72 and shall not be eligible thereafter for
reelection.
Section 13. Emeritus Director. The board of
directors may elect one or more emeritus directors to serve at
the pleasure of the board of directors. Persons eligible to
serve as emeritus directors shall be former directors of this
corporation or of a predecessor corporation; an emeritus
director shall be entitled to attend meetings of the board of
directors but shall not be entitled to vote on any matter
submitted to the board of directors. The board of directors
shall fix the compensation to be paid each emeritus director.
Notice of any meeting of the board of directors need not be
given to an emeritus director, and he shall not be counted for a
quorum of the board of directors.
Section 14. Action Without a Meeting. Any action
that may be taken by the board of directors at a meeting may be
taken without a meeting if one or more consents in writing
describing the action so taken shall be signed by all the
directors and included in the minutes or filed with the
corporate records reflecting the action taken.
Section 15. Telephonic Meetings. Meetings of the
board of directors, or of any committee designated by the board
of directors, may be held by means of conference telephone or
any other means of communication by which all directors
participating in the meeting can hear each other simultaneously
during the meeting, and such participation shall constitute
presence in person at the meeting.
Section 16. Notification of Nominations. Nominations
for the election of directors may be made by the board of
directors or a proxy committee appointed by the board of
directors or by any shareholder entitled to vote in the election
of directors generally. However, any shareholder entitled to
vote in the election of directors generally 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 corporation not later than (i) with respect to
an election to be held at an annual meeting of shareholders,
90 days in advance of such meeting, and (ii) with respect to an
election to be held at a special meeting of shareholders for the
election of directors, the close of business on the seventh day
following the date on which notice of such meeting is first
given to shareholders. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make
the nomination and of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record
of stock of the corporation 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; (c) 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; (d) 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, had the nominee been nominated, or intended to be
nominated, by the board of directors; and (e) the consent of
each nominee to serve as a director of the corporation if so
elected. The chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the
foregoing procedure.
ARTICLE IV
Executive Committee
and Other Committees
Section 1. Appointment. The board of directors by
resolution adopted by a majority of the full board may appoint
an executive committee to consist of a chairman and two or more
other directors. The chairman of the committee shall be a
director and shall be selected by the board of directors from
the members of the executive committee. The designation of such
committee and the delegation thereto of authority shall not
operate to relieve the board of directors, or any member
thereof, of any responsibility imposed by law.
Section 2. Authority. The executive committee, when
the board of directors is not in session, shall have and may
exercise all the authority of the board of directors except to
the extent, if any, that such authority shall be limited by the
resolution appointing the executive committee and except also
that neither the executive committee nor any other committee of
the board of directors appointed pursuant to Section 10 of this
Article IV shall have the authority to (a) authorize
distributions; (b) approve or propose to shareholders actions
required by the Act to be approved by shareholders; (c) fill
vacancies on the board of directors or any of its committees;
(d) amend articles of incorporation; (e) adopt, amend or repeal
bylaws; (f) approve a plan of merger not requiring shareholder
approval; (g) authorize or approve reacquisition of shares,
except according to a formula or method prescribed by the board
of directors; or (h) authorize or approve the issuance or sale
or contract for sale of shares, or determine the designation and
relative rights, preferences and limitations of a class or
series of shares, except that the board of directors may
authorize a committee or a senior executive officer of the
corporation to do so within limits specifically prescribed by
the board of directors.
Section 3. Tenure and Qualifications. Each member of
the executive committee shall hold office until the next regular
annual meeting of the board of directors following his
appointment and until his successor is appointed as a member of
the executive committee.
Section 4. Meetings; Notice; Waiver. Regular
meetings of the executive committee or any other committee of
the board of directors appointed pursuant to Section 10 of this
Article IV may be held without notice at such times and places
as the committee may fix from time to time by resolution.
Special meetings of the executive committee or any such other
committee may be called by any member thereof upon not less than
two days' notice stating the place, date and hour of the
meeting. The provisions of Section 5 of Article III shall apply
to the method for giving of notice of special meetings of the
executive committee or any such other committee and to the
waiver of notice of any such meetings. The notice of a meeting
of the executive committee or any such other committee need not
state the business proposed to be transacted at the meeting.
Section 5. Quorum; Manner of Acting. A majority of
the members of the executive committee or any such other
committee shall constitute a quorum for the transaction of
business at any meeting thereof, and the act of a majority of
the members present at a meeting at which a quorum is present
shall be the act of the committee.
Section 6. Action Without a Meeting. Any action that
may be taken by the executive committee or any such other
committee at a meeting may be taken without a meeting if one or
more consents in writing describing the action so taken shall be
signed by all the members of the committee and included in the
minutes of the committee or filed with the corporate records
reflecting the action so taken.
Section 7. Vacancies. Any vacancy in the executive
committee or any such other committee may be filled by a
resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of
the executive committee or any such other committee may be
removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the
executive committee or any such other committee may resign as a
member of the committee at any time by giving written notice to
the chairman of the board or secretary of the corporation, and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 9. Procedure. The chairman of the executive
committee shall be the presiding officer of the executive
committee. The executive committee and any such other committee
shall fix its own rules of procedure which shall not be
inconsistent with these bylaws. The committee shall keep
regular minutes of its proceedings and report the same to the
board of directors for its information at the meeting thereof
held next after the proceedings shall have been taken.
Section 10. Appointment of Other Committees of the
Board of Directors. The board of directors may from time to
time by resolution adopted by a majority of the full board,
create any other committee or committees of the board of
directors and appoint members of the board to serve thereon.
Each such committee shall have two or more members and, to the
extent specified by the board of directors, may exercise the
powers of the board subject to the limitations set forth in
Section 2 of this Article IV.
Section 11. Appointment of Other Committees. The
board of directors or the executive committee or, pursuant to
the authority of the board of directors or the executive
committee, the chairman of the board may from time to time
create and appoint any other committee or committees, or
subcommittee or subcommittees, whether composed of directors,
officers or employees, with such duties, responsibilities and
authority as may be prescribed by the board of directors or the
executive committee, or by the chairman of the board pursuant to
the authority of the board of directors or of the executive
committee.
Each such committee or subcommittee shall fix its own
rules of procedure. The board of directors, the executive
committee or the chairman of the board with respect to any such
committee or subcommittee created and appointed by him shall
have power to change the members of any such committee or
subcommittee at any time, to fill vacancies and to dissolve any
such committee or subcommittee at any time. Any committee may
appoint one or more subcommittees, of its own members, to advise
with such committee, or to apportion the work of such committee.
<PAGE>
ARTICLE V
Officers
Section 1. Number. The officers of the corporation
shall be a chairman of the board, a president, one or more
vice-presidents (the number thereof to be determined by the
board of directors), a financial vice-president, a secretary and
a treasurer, each of whom shall be elected by the board of
directors. Two or more executive vice-presidents and such other
officers and assistant officers as may be deemed necessary may
be elected or appointed by the board of directors. Any two or
more offices may be held by the same person, except the offices
of chairman of the board and secretary, or president and
secretary.
Section 2. Election and Term of Office. The officers
of the corporation to be elected by the board of directors shall
be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting
of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold
office until his successor shall have been duly elected or until
his death or until he shall resign or shall have been removed in
the manner hereinafter provided.
Section 3. Removal. The board of directors may
remove any officer at any time with or without cause. The
election or appointment of an officer shall not of itself create
contract rights; and the resignation or removal of an officer
shall not affect the contract rights, if any, of the corporation
or the officer.
Section 4. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification or
otherwise, may be filled by the board of directors for the
unexpired portion of the term.
Section 5. Chairman of the Board. The chairman of
the board shall be a member of the board of directors, shall
preside at meetings of the board and meetings of shareholders
and shall have authority to execute contracts and other
instruments for and on behalf of the corporation. He shall be
the chief executive officer of the corporation and, subject to
the control of the board of directors, shall in general
supervise and control all the business and affairs of the
corporation. He shall perform such additional duties and
exercise such authority as from time to time may be assigned or
delegated to him by the board of directors. He may sign, with
the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for
shares of the corporation, and any deeds, mortgages, bonds,
contracts or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the board of
directors or by these bylaws to some other officer or agent of
the corporation or shall be required by law to be otherwise
signed or executed.
Section 6. President. The president shall be the
chief operating officer of the corporation. In the absence of
the chairman of the board he shall preside at meetings of the
shareholders. He may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the
board of directors, certificates for shares of the corporation,
and any deeds, mortgages, bonds, contracts or other instruments
which the board of directors has authorized to be executed,
except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these bylaws
to some other officer or agent of the corporation or shall be
required by law to be otherwise signed or executed; and in
general he shall perform all duties incident to the office of
president and such other duties as may be prescribed by the
board of directors from time to time.
Section 7. Executive Vice-Presidents. The executive
vice-presidents shall perform such duties and exercise such
authority as from time to time may be assigned or delegated to
them by the chairman of the board or the board of directors. An
executive vice-president may sign, with the secretary,
certificates for shares of the corporation.
Section 8. Vice-Presidents. The vice-presidents
shall perform such duties and exercise such authority as from
time to time may be assigned or delegated to them by the
chairman of the board, the president, an executive
vice-president or the board of directors. One or more of the
vice-presidents may be designated senior vice-president. Any
vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation.
Section 9. Financial Vice-President. The financial
vice-president shall be the principal financial officer of the
corporation. The financial vice-president may sign with the
secretary or assistant secretary certificates for shares of the
corporation, and shall perform such other duties as from time to
time may be assigned to him by the chairman of the board or the
board of directors.
Section 10. Secretary. The secretary shall:
(a) keep the minutes of the shareholders' and of the board of
directors' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed
to all documents the execution of which on behalf of the
corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which
shall be furnished to the secretary by such shareholder;
(e) sign with the chairman of the board, the president, an
executive vice-president, a vice-president or the financial
vice-president certificates for shares of the corporation the
issuance of which shall have been authorized by resolution of
the board of directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform
all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the
chairman of the board, the president or the board of directors.
Section 11. Treasurer. The treasurer shall:
(a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of
Article VI of these bylaws; and (b) in general perform all the
duties incident to the office of treasurer and such other duties
as from time to time may be assigned to him by the chairman of
the board, the president, the financial vice-president or the
board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the board
of directors shall determine.
Section 12. Assistant Secretaries and Assistant
Treasurers. The assistant secretaries, when authorized by the
board of directors, may sign with the chairman of the board, the
president, an executive vice-president, a vice-president or
financial vice-president certificates for shares of the
corporation the issuance of which shall have been authorized by
a resolution of the board of directors. The assistant
treasurers shall, respectively, if required by the board of
directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the board of directors
shall determine. The assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer,
respectively, or by the chairman of the board, the president,
the financial vice-president or the board of directors.
Section 13. Salaries. The salaries of the officers
shall be fixed from time to time by the board of directors and
no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the
corporation.
ARTICLE VI
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The board of directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may
be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on
behalf of the corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a resolution of the
board of directors. Such authority may be general or confined
to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts
or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation
shall be signed in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation
not otherwise employed shall be deposited from time to time to
the credit of the corporation in such banks, trust companies or
other depositaries as the chairman of the board, the president
or the financial vice-president of this corporation may select.
ARTICLE VII
Certificates For Shares and Their Transfer
Section 1. Certificates for Shares. Certificates
representing shares of the corporation shall be in such form as
shall be determined by the board of directors. Such
certificates shall be signed by the chairman of the board, the
president, an executive vice-president, a vice-president or
financial vice-president and by the secretary or an assistant
secretary and sealed with the corporate seal or a facsimile
thereof. The signatures of such officers upon a certificate may
be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation
itself or one of its employees. All certificates for shares
shall be consecutively numbered or otherwise identified. The
name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation.
All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and canceled, except as provided in Section 3
of this Article VII.
Section 2. Transfer of Shares. Transfer of shares of
the corporation shall be made only on the stock transfer books
of the corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the secretary
of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
Section 3. Replacement of Certificates. In the event
of the loss, theft, mutilation or destruction of any certificate
for shares, a duplicate thereof may be issued and delivered to
the owner thereof, provided he makes a sufficient affidavit
setting forth the material facts surrounding the loss, theft,
mutilation or destruction of the original certificate and gives
a bond with corporate surety to the corporation, its officers
and agents, in an open penalty amount indemnifying the
corporation, its officers and agents, against any losses, costs
and damages suffered or incurred by reason of such loss, theft,
mutilation or destruction of the original certificate and
replacement thereof.
Section 4. Transfer Agents and Registrars. The board
of directors or executive committee may provide for transfer and
registration of the stock of the corporation in Portland,
Oregon, and in such other place or places as may be deemed
advisable, and for such purpose may appoint and change from time
to time the necessary transfer agents and registrars. In case
there shall be more than one transfer agent and more than one
registrar, the board of directors or executive committee may
provide for the interchange of certificates countersigned by the
several transfer agents and registrars. A transfer agent of the
corporation may also be designated as the dividend disbursing
agent of the corporation. Resolutions of the board of directors
or executive committee appointing transfer agents and registrars
shall provide for such terms and conditions as may be deemed
advisable, including without limitation provisions for
indemnification of the transfer agents and registrars and
instructions to them by designated officers of the corporation.
ARTICLE VIII
Seal
The board of directors shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon
the name of the corporation and the state of incorporation and
the words, "Corporate Seal."
ARTICLE IX
Fiscal Year
The fiscal year of the corporation shall begin on the
first day of January and end on the thirty-first day of
December in each year.
ARTICLE X
Amendments
These bylaws or any portion hereof may be amended by a
vote of a majority of the full board of directors at any meeting
of the directors.
<PAGE>
<PAGE>
EXHIBIT 12
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Quarter Ended
Year Ended December 31, March 31,
1989 1990 1991 1992 1993 1993 1994
________ ________ ________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest Cost $42,140 $52,028 $63,986 $73,776 $79,194 $19,954 $19,179
One-third rent expense 2,518 2,948 3,725 4,495 4,819 1,193 1,387
Total Fixed Charges 44,658 54,976 67,711 78,271 84,013 21,147 20,566
Add (Deduct):
Earnings before Income Taxes 308,056 208,671 73,609 129,452 189,168 49,832 53,471
Interest Capitalized (13,304) (22,129) (723) (7,354) (15,904) (3,799) (3,267)
Earnings for Fixed Charges $339,410 $241,518 $140,597 $200,369 $257,277 $67,180 $70,770
Ratio of Earnings to
Fixed Charges 7.60 4.39 2.08 2.56 3.06 3.18 3.44
</TABLE>
<PAGE>
