<PAGE>
As filed with the Securities and Exchange
Commission on April , 1994. Registration No. 33-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
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
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities $200,000,000(1) 100% $200,000,000 $68,966
===============================================================================
(1) Or an equivalent amount in another currency or currencies or, if any Senior Debt Securities are
issued at a discount, such greater amount as shall result in net proceeds of $200,000,000 to the
registrant.
(2) Estimated solely for purposes of calculating the registration fee.
</TABLE>
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>
PROSPECTUS
$200,000,000
Willamette Industries, Inc.
Senior Debt Securities
------------------
Willamette Industries, Inc. (the "Company"), may from time
to time offer to or through underwriters, or directly to other
purchasers or through agents, up to $200,000,000 aggregate
principal amount (or its equivalent in any other currency or
composite currency) of its senior debt securities (the
"Securities"). The Securities will be offered in one or more
separate series in amounts, at prices and on terms to be
determined at the time of sale. See "Plan of Distribution."
The specific designation, aggregate principal amount,
authorized denominations, maturity, rate and time of payment of
interest, terms for redemption, if any, the initial public
offering price, the names of, and the principal amounts to be
purchased by or through, underwriters, dealers or agents, if any,
the compensation of such persons and the other special terms in
connection with the offering and sale of the series of the
Securities in respect of which this Prospectus is being delivered
(the "Offered Securities") will be set forth in an accompanying
supplement to this Prospectus (the "Prospectus Supplement"). If
the terms of a depositary arrangement with respect to a specific
series of Offered Securities are set forth in the Prospectus
Supplement relating to such series, the Offered Securities of
such series may be issued in whole or in part in global form.
The Offered Securities will be denominated in United States
dollars unless another currency, which may be a composite
currency such as the European Currency Unit, is specified in the
Prospectus Supplement.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION PASSED UPON THE ACCURACY OR ADE-
QUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April ___, 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company can
be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C.; 500 West Madison Street, Chicago, Illinois; and
7 World Trade Center, New York, New York. Copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. This Prospectus does not contain all
information set forth in the registration statement and exhibits
thereto which the Company has filed with the Commission under the
Securities Act of 1933 and to which reference is hereby made.
The Company will send to all registered holders of the
Securities such annual and other reports as are sent to its
shareholders in conformity with the requirements of the Exchange
Act.
------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference its annual
report on Form 10-K for the year ended December 31, 1993.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
the offering of the Securities to which this Prospectus relates
shall be deemed to be incorporated by reference into this
Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or
oral request of any such person, a copy of any or all the
foregoing documents incorporated by reference herein (other than
exhibits to such documents which are not specifically
incorporated by reference in such documents). Requests should be
directed to 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.
2<PAGE>
THE COMPANY
The Company is a diversified, integrated forest products company
which manufactures brown paper products, white paper products and
wood-based building materials at 89 plants located throughout the
United States. It owns or controls approximately 1,206,000 acres of
timberland in Oregon, Louisiana, Tennessee, Arkansas, North Carolina,
South Carolina and Texas, which supply approximately 40% of the
Company's long-term log needs.
The Company has two business segments. The Paper Group segment
manufactures and sells primary products including containerboard, bag
paper, fine paper, specialty printing papers and bleached hardwood
market pulp, and finished products including corrugated containers,
paper bags, business forms, cut sheet paper and inks. The Building
Materials Group segment manufactures and sells plywood, lumber,
particleboard, medium density fiberboard, laminated beams and
value-added wood products.
The Company believes its strengths are its vertical integration; its
geographically diverse, modern, fiber- and energy-efficient facilities;
its concentration on a focused, related product range; its balance
among building materials, white paper and brown paper manufacturing and
an organizational structure that encourages teamwork as well as
individual initiative.
The Company was incorporated in Oregon in 1906. Its executive
offices are located at 3800 First Interstate Tower, 1300 S.W. Fifth
Avenue, Portland, Oregon 97201, and its telephone number is (503) 227-
5581.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the
Securities for general corporate purposes, which may include repayment
of outstanding term indebtedness becoming due or subject to prepayment.
Pending such utilization, the proceeds may be temporarily invested in
short-term obligations.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges for the Company for the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges. . 3.06 2.56 2.08 4.39 7.60
</TABLE>
For purposes of computing the ratio, "earnings" consist of income
before income taxes plus fixed charges. "Fixed charges" consist of
interest expense plus one-third of rent expense (which is deemed
representative of an interest factor).
3<PAGE>
DESCRIPTION OF SECURITIES
The Securities will be issued under an indenture dated as of
January 30, 1993 (the "Indenture"), between the Company and The Chase
Manhattan Bank (National Association), 1 Chase Manhattan Plaza, New
York, New York 10081, as trustee (the "Trustee"). A copy of the
Indenture is filed as an exhibit to the registration statement. The
following description summarizes certain provisions of the Indenture
and is subject to the detailed provisions of the Indenture. Whenever
any particular article or section of the Indenture or any term defined
therein is referred to, such article, section or definition is
incorporated by reference, and the statement in connection with which
such reference is made is qualified in its entirety by such reference.
Further terms of each series of the Offered Securities will be set
forth in the Prospectus Supplement.
General
The Indenture does not limit the aggregate principal amount of the
Securities which may be issued thereunder and provides that the
Securities may be issued from time to time in series. The Securities
will be unsecured obligations of the Company and will rank equally and
ratably with other unsecured and unsubordinated indebtedness of the
Company. The Indenture does not limit the Company's ability to incur
other unsecured indebtedness or contain provisions that would require
the Company to repurchase or redeem or otherwise modify the terms of
the Securities upon a change in control or other event involving the
Company that may adversely affect the credit quality of the Company.
The Prospectus Supplement will describe the following terms of the
Offered Securities: (1) the title of the Offered Securities; (2) any
limit on the aggregate principal amount of the Offered Securities; (3)
the date or dates on which the Offered Securities will mature; (4) the
rate or rates per annum at which the Offered Securities will bear
interest, if any, or the manner in which such rates are determined and
the date from which such interest, if any, will accrue; (5) the dates
on which such interest, if any, on the Offered Securities will be
payable and the Regular Record Dates for such Interest Payment Dates;
(6) the currency or currency unit, if other than United States dollars,
of payment of principal of, and premium and interest, if any, on, the
Offered Securities; (7) if the Offered Securities are to be issued in
the form of one or more global securities (a "Global Security"), the
identity of the depositary for such Global Security or Securities; (8)
any mandatory or optional sinking fund or analogous provision; (9) any
redemption terms; (10) the applicability of certain provisions of the
Indenture as described under "Defeasance and Covenant Defeasance"; and
(11) any other specific terms, including additional Events of Default,
if any, with respect to the Offered Securities. (Section 301.)
Unless otherwise provided in the Prospectus Supplement, principal
of, and premium and interest, if any, on, the Offered Securities will
be payable, and the transfer of the Offered Securities will be
registrable, at the Corporate Trust Office of the Trustee in the
Borough of Manhattan, the City of New York, New York, except that
payment of interest, if any, may be made at the option of the Company
by check mailed to the address of the person entitled thereto as it
appears in the register for the Offered Securities. (Sections 301, 305
and 1002.)
Unless otherwise indicated in the Prospectus Supplement, the Offered
Securities will be issued only in fully registered form without coupons
and, if denominated in U.S. dollars, will be issued in denominations of
$1,000 or any integral multiple thereof. No service charge will be
made for any transfer or exchange of Securities of any series, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Company
shall not be required (i) to issue, register the transfer of or
exchange any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice
of redemption of Securities of that series selected for redemption and
ending at the close of business on the day of such mailing, or (ii) to
register
4<PAGE>
the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of Securities being
redeemed in part. (Sections 302 and 305.)
Securities of a single series may be issued at various times with
different maturity dates, may bear interest at different rates and may
otherwise vary, all as provided in the Indenture. (Sections 301 and
303.)
All moneys paid by the Company to the Trustee or any Paying Agent
for the payment of principal of and premium and interest on any
Security which remain unclaimed for two years after such principal,
premium or interest shall have become due and payable may be repaid to
the Company and thereafter the Holder of such Security shall look only
to the Company for payment thereof. (Section 1003.)
If any Securities are payable in a currency or currency unit other
than U.S. dollars, the special federal income tax considerations
applicable to such Securities will be described in the Prospectus
Supplement relating thereto.
The Securities may be issued as original issue discount Securities
(bearing no interest or bearing interest at a rate which at the time of
issue is below market rates) to be sold at a substantial discount below
their principal amount. If the Securities are issued as original issue
discount Securities, the special federal income tax and other
considerations applicable thereto will be described in the Prospectus
Supplement relating thereto.
Certain Covenants of the Company
Certain Definitions Applicable to Covenants
"Subsidiary" of the Company is defined as a corporation more than
50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Company and/or one or more Subsidiaries of the
Company. "Restricted Subsidiary" is defined as a Subsidiary of the
Company substantially all the property of which is located, or
substantially all the business of which is carried on, within the
present 50 states of the United States or in Canada and which owns a
Principal Property, excluding, however, any Subsidiary of the Company
which is primarily engaged in the development and sale or financing of
real property. "Principal Property" is defined as (i) any mill,
converting plant, or manufacturing plant owned by the Company or a
Restricted Subsidiary which is located within the present 50 states of
the United States or in Canada and the gross book value of which
(without deduction of any depreciation reserves) on the date as of
which the determination is made exceeds 1% of Consolidated Net Tangible
Assets, and (ii) Timberlands other than those being held primarily for
development or sale; such property, however, will exclude (a) any
property which in the opinion of the Board of Directors of the Company
is not of material importance to the total business conducted by the
Company and its Restricted Subsidiaries as an entirety or (b) any
portion of a particular property which is similarly found not to be of
material importance to the use or operation of such property or (c) any
oil, gas or other minerals or mineral rights. "Attributable Debt" is
defined as the total net amount of rent required to be paid during the
remaining primary term of certain leases, discounted at the rate of 15%
per annum. "Consolidated Net Tangible Assets" is defined as the
aggregate amount of assets after deducting (i) all liabilities, other
than deferred income taxes, Funded Debt and shareholders' equity, and
(ii) goodwill and like intangibles, of the Company and its consolidated
Subsidiaries. "Funded Debt" is defined as all indebtedness for money
borrowed having a maturity of more than 12 months from the date as of
which the determination is made (or being renewable beyond such period)
and rental obligations (at the amount capitalized) payable more than 12
months from such date under capitalized leases. (Section 101.)
5<PAGE>
Restrictions on Secured Debt
The Indenture provides that the Company may not, nor may it permit
any Restricted Subsidiary to, create, assume or guarantee any loan or
evidence of indebtedness for money borrowed ("Debt") secured by a
mortgage, pledge or lien ("Mortgage") on any Principal Property of the
Company or any Restricted Subsidiary, or on any share of Capital Stock
or Debt of any Restricted Subsidiary, without securing or causing such
Restricted Subsidiary to secure the Securities equally and ratably with
(or, at the Company's option, prior to) such secured Debt, unless the
aggregate amount of all such secured Debt, together with all
Attributable Debt with respect to sale and leaseback transactions
involving Principal Properties (with the exception of such transactions
which are excluded as described in "Restrictions on Sale of Leaseback
Transactions" below), would not exceed 10% of Consolidated Net Tangible
Assets. (Section 1005.)
This restriction does not apply to, and there shall be excluded from
secured Debt in any computation under such restriction, Debt secured
by: (a) Mortgages on property of, or on any shares of Capital Stock of
or Debt of, any corporation existing at the time such corporation
becomes a Restricted Subsidiary, (b) Mortgages in favor of the Company
or a Restricted Subsidiary, (c) Mortgages in favor of governmental
bodies to secure progress or advance payments, (d) Mortgages on
property, shares of stock or Debt existing at the time of acquisition
thereof (including acquisition through merger or consolidation) and
purchase money and construction Mortgages which are entered into within
specified time limits, (e) Mortgages securing industrial revenue or
pollution control bonds, and (f) any extension, renewal or refunding of
any Mortgages referred to in the foregoing clauses (a) through (e),
inclusive. (Section 1005.)
Restrictions on Sale and Leaseback Transactions
The Indenture provides that neither the Company nor any Restricted
Subsidiary may enter into any sale and leaseback transaction involving
any Principal Property, unless the aggregate amount of all Attributable
Debt with respect to such sale and leaseback transactions, plus all
secured Debt (with the exception of secured Debt which is excluded as
described in "Restrictions on Secured Debt" above), would not exceed
10% of Consolidated Net Tangible Assets. (Section 1006.)
This restriction does not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale
and leaseback transaction if (a) the lease is for a period, including
renewal rights, of not in excess of three years, (b) the sale or
transfer of the Principal Property is made within a specified period
after its acquisition or construction, (c) the lease secures or relates
to industrial revenue of pollution control bonds, (d) the transaction
is between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries or (e) the Company or such Restricted
Subsidiary, within 180 days after the sale is completed, applies to the
retirement of Funded Debt of the Company or a Restricted Subsidiary, or
the purchase of other property which will constitute Principal Property
of a value at least equal to the value of the Principal Property
leased, an amount not less than the greater of (i) the net proceeds of
the sale of the Principal Property leased or (ii) the fair market value
of the Principal Property leased; provided that the amount of proceeds
to be applied to the retirement of Funded Debt shall be reduced by an
amount, if any, equal to the principal amount of debentures or notes
(including the Securities) of the Company or a Restricted Subsidiary
surrendered for cancellation to the applicable trustee thereof and the
principal amount of other Funded Debt voluntarily retired, in each case
within 180 days after such sale. (Section 1006.)
Restrictions on Funded Debt of Restricted Subsidiaries
The Indenture provides that the Company may not permit any
Restricted Subsidiary to create, assume or guarantee any Funded Debt
except (i) Funded Debt owed to the Company or a Restricted Subsidiary,
(ii) Funded Debt secured by Mortgages permitted as described under
"Restrictions on Secured Debt," (iii) Funded Debt of any corporation
outstanding at the time such corporation became a Restricted
Subsidiary, (iv) Funded Debt of any person outstanding at
6<PAGE>
the time of its acquisition or the acquisition of substantially all its
properties, by such Restricted Subsidiary, (v) Funded Debt incurred in
connection with certain refundings, (vi) Funded Debt constituting
Attributable Debt permitted as described under "Restrictions on Sale
and Leaseback Transactions" and (vii) any other Funded Debt if the
aggregate principal amount of all Funded Debt of all Restricted
Subsidiaries permitted under this clause (vii) does not exceed 10% of
Consolidated Net Tangible Assets. (Section 1007.)
Events of Default
The following are Events of Default under the Indenture with respect
to the Securities of any series: (a) default in the payment of
principal of or any premium on any Security of that series when due;
(b) default in the payment of any interest on any Security of that
series when due continued for 30 days; (c) default in the deposit of
any sinking fund payment, when due, in respect of any Security of that
series; (d) default in the performance of any other covenant of the
Company in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of the Securities other
than that series), continued for 90 days after written notice as
provided in the Indenture; (e) certain events in bankruptcy, insolvency
or reorganization; and (f) any other Event of Default provided with
respect to Securities of a particular series. (Section 501.) No Event
of Default with respect to the Securities of a particular series
necessarily constitutes an Event of Default with respect to the
Securities of any other series.
If an Event of Default with respect to the Securities of any series
at the time Outstanding occurs and is continuing, either the Trustee or
the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount
(or, if the Securities of that series are original issue discount
Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the Securities of that series to be
due and payable immediately. At any time after a declaration of
acceleration with respect to the Securities of any series has been
made, but before a judgment or decree based on acceleration has been
obtained, the Holders of a majority in principal amount of the
Outstanding Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502.)
The Indenture provides that, subject to the duty of the Trustee
during the continuance of an Event of Default to act with the required
standard of care, the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request or
direction of any of the Holders, unless such Holders shall have offered
to the Trustee reasonable indemnity. (Section 601.) Subject to such
provisions for the indemnification of the Trustee, the Holders of a
majority in principal amount of the Outstanding Securities of any
series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to
the Securities of that series. (Section 512.) The right of a Holder of
any Security to institute a proceeding with respect to the Indenture is
subject to certain conditions precedent, but each Holder has an
absolute right to receive payment of principal or premium and interest,
if any, when due and to institute suit for the enforcement of any such
payment. (Sections 507 and 508.)
The Company is required to furnish to the Trustee annually a
statement as to the performance by the Company of its obligations under
the Indenture and as to any default in such performance.
(Section 1008.)
Modification and Waiver
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of a majority
in principal amount of the Outstanding Securities of each series
affected by such modification or
7<PAGE>
amendment; provided, however, that no such modification or amendment
may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the stated maturity date of the principal
of, or any installment of principal of or interest, if any, on, any
Security, (b) reduce the principal amount of, or premium or rate of
interest, if any, on, any Security, (c) reduce the amount of principal
of an original issue discount Security payable upon acceleration of the
maturity thereof, (d) change the place or currency of payment of
principal of, or premium or interest, if any, on, any Security, (e)
impair the right to institute suit for the enforcement of any payment
on or with respect to any Security, (f) change the provisions for
defeasance or covenant defeasance (each as defined below) made
applicable to any Security, or (g) reduce the percentage in principal
amount of Outstanding Securities of any series, the consent of whose
Holders is required for modification or amendment of the Indenture or
for waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults. (Section 902.)
The Holders of a majority in principal amount of the Outstanding
Securities of each series may, on behalf of all Holders of the
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the
Indenture. (Section 1009.) The Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series may, on
behalf of all Holders of the Securities of that series, waive any past
default under the Indenture with respect to the Securities of that
series, except a default in the payment of principal, or premium or
interest, if any, or in respect of a covenant or condition which cannot
be waived without the consent of each Holder of the Securities of that
series. (Section 513.)
Consolidation, Merger and Sale of Assets
The Company, without the consent of the Holders of any of the
Outstanding Securities under the Indenture, may consolidate with or
merge into, or transfer its assets substantially as an entirety to, any
corporation organized under the laws of any domestic jurisdiction, and
any other person may consolidate with, or merge into, or transfer its
assets substantially as an entirety to the Company provided that (i)
the successor corporation (if any) assumes the Company's obligations on
the Securities and under the Indenture, (ii) after giving effect to the
transaction and treating any indebtedness which becomes an obligation
of the Company or a Subsidiary as a result of such transaction as
having been incurred by the Company or the Subsidiary at the time of
such transaction, no Event of Default, and no event which, after notice
or lapse of time, would become an Event of Default, shall have occurred
and be continuing, (iii) if as a result of the transaction a Principal
Property would become subject to a Mortgage which would not be
permitted by the Indenture, the Securities shall be secured equally
with (or prior to) the indebtedness secured thereby, and (iv) certain
other conditions are met. (Section 801.)
Global Securities
The Offered Securities may be issued in whole or in part in the form
of one or more Global Securities that will be deposited with, or on
behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement relating to such Offered Securities. Unless and until it is
exchangeable in whole or in part for Offered Securities in definitive
form, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or
by a nominee of such Depositary to such Depositary or another nominee
of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
(Sections 303 and 305.)
The specific terms of the depositary arrangement, if any, with
respect to a series of Offered Securities will be described in the
Prospectus Supplement relating to such series. The Company anticipates
that the following provisions will apply to all depositary
arrangements.
8<PAGE>
Ownership of beneficial interests in a Global Security will be
limited to persons that have accounts with the Depositary for such
Global Security or its nominee ("Participants") or persons that may
hold interests through Participants. Such accounts shall be designated
by the underwriters or agents with respect to the Offered Securities
underwritten or solicited by them. The Company expects that upon the
issuance of a Global Security, the Depositary for such Global Security
will credit, on its book-entry registration and transfer system, the
Participants' accounts with the respective principal amounts of the
Offered Securities represented by such Global Security. Ownership of
beneficial interests in such Global Security will be shown on, and the
transfer of such ownership interests will be effected only through,
records maintained by the Depositary (with respect to interests of
Participants) and on the records of Participants (with respect to
interests of persons held through Participants). The laws of some
states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such
laws may impair the ability to own, transfer or pledge beneficial
interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is
the registered owner of such Global Security, such Depositary or such
nominee, as the case may be, will be considered the sole owner or
Holder of the Offered Securities represented by such Global Security
for all purposes under the Indenture. Except as provided below, owners
of beneficial interests in a Global Security will not be entitled to
have the Offered Securities represented by such Global Security
registered in their names, will not receive or be entitled to receive
physical delivery of the Offered Securities in definitive form and will
not be considered the owners or Holders thereof under the Indenture.
Accordingly, each person owning a beneficial interest in such a Global
Security must rely on the procedures of the Depositary and, if such
person is not a Participant, on the procedures of the Participant
through which such person owns its interest, to exercise any rights of
a Holder under the Indenture. The Company understands that under
existing industry practices, in the event that the Company requests any
action of Holders or that an owner of a beneficial interest in such a
Global Security desires to give or take any action which a Holder is
entitled to give or take under the Indenture, the Depositary would
authorize the Participants holding the relevant beneficial interests to
give or take such action, and such Participants would authorize
beneficial owners owning through such Participants to give or take such
action or would otherwise act upon the instructions of beneficial
owners owning through them.
Payment of principal of, and premium and interest, if any, on,
Offered Securities registered in the name of a Depositary or its
nominee will be made to the Depositary or its nominee, as the case may
be, as the registered owner of the Global Security representing such
Offered Securities. None of the Company, the Trustee, any Paying Agent
or any other agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the
Global Security for such Offered Securities or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that upon receipt of any payment of principal
of, or premium or interest on, a Global Security, the Depositary will
immediately credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of the
Depositary. Payments by Participants to owners of beneficial interests
in such Global Security held through such Participants will be the
responsibility of such Participants, as is now the case with securities
held for the accounts of customers registered in "street name."
A Global Security is exchangeable for definitive Securities in
registered form only if (i) the Depositary for any Offered Securities
represented by a Global Security notifies the Company that it is
unwilling or unable to continue as Depositary or ceases to be a
clearing agency registered under the Exchange Act and a successor
Depositary is not appointed by the Company within 90 days after
receiving such notice or becoming aware that the Depositary is no
longer so
registered, (ii) the Company in its sole discretion determines that
such Global Security shall be exchangeable for definitive Securities in
registered form and notifies the Trustee thereof, or (iii) there shall
have occurred and be
9<PAGE>
continuing an Event of Default or an event which after notice or lapse
of time would be an Event of Default with respect to the Offered
Securities represented by such Global Security. The Company will issue
Securities in definitive form upon registration of transfer of, or in
exchange for, any Global Security exchangeable pursuant to the
preceding sentence. (Section 305.)
Defeasance and Covenant Defeasance
The Indenture provides, if such provision is made applicable to the
Securities of any series (which will be indicated in the Prospectus
Supplement) that the Company may elect either (a) to defease and be
discharged from any and all obligations in respect of the Securities of
such series (except for certain obligations to register the transfer or
exchange of Securities of such series, to replace mutilated, destroyed,
lost or stolen Securities of such series, to maintain paying agencies
and to hold moneys for payment in trust) ("defeasance") or (b) to be
released from its obligations with respect to the Securities of such
series under certain restrictive covenants of the Indenture, including
those described under "Certain Covenants of the Company," and
"Consolidation, Merger and Sale of Assets" ("covenant defeasance") and
the occurrence of an event described in clause (d) under "Events of
Default" shall no longer be an Event of Default with respect to the
Securities of such series, in each case, if the Company deposits, in
trust, with the Trustee money and/or Government Obligations, which
through the payment of interest thereon and principal thereof in
accordance with their terms will provide money in an amount sufficient,
without reinvestment, to pay the principal of and any premium and
interest on the Outstanding Securities of such series and any mandatory
sinking fund payments or analogous payments in accordance with the
terms of the Outstanding Securities of such series and the Indenture.
Such a trust may only be established if, among other things, (i) no
Event of Default or event which with the giving of notice or lapse of
time, or both, would become an Event of Default with respect to such
series under the Indenture shall have occurred and be continuing on the
date of such deposit, (ii) such deposit will not cause the Trustee to
have any conflicting interest with respect to other securities of the
Company and (iii) the Company shall have delivered an Opinion of
Counsel to the effect that the Holders will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance
and will be subject to federal income tax on the same amounts, in the
same manner, and at the same times as if such defeasance had not
occurred. In the event the Company exercises its covenant defeasance
option with respect to the Securities of any series and the Securities
of such series are declared due and payable because of the occurrence
of any Event of Default, the amount of money and Government Obligations
on deposit with the Trustee will be sufficient to pay amounts due on
the Securities of such series at the time of their Stated Maturity but
may not be sufficient to pay amounts due on the Securities of such
series at the time of the acceleration resulting from such Event of
Default. However, the Company will remain liable with respect to such
payments. (Article Thirteen.)
Governing Law
The Indenture and the Securities are governed by and construed in
accordance with the laws of the state of New York.
Regarding the Trustee
The Company maintains deposit accounts and conducts other banking
transactions with The Chase Manhattan Bank (National Association) in
the ordinary course of the Company's business. The Chase Manhattan
Bank (National Association) serves as trustee under another indenture
with respect to certain of the Company's other senior debt securities.
10<PAGE>
VALIDITY OF OFFERED SECURITIES
The validity of the Offered Securities will be passed upon for the
Company by Miller, Nash, Wiener, Hager & Carlsen, 111 S.W. Fifth
Avenue, Portland, Oregon 97204.
EXPERTS
The consolidated financial statements and the related financial
statement schedules of the Company included in the Company's annual
report on Form 10-K for the year ended December 31, 1993, have been
audited by KPMG Peat Marwick, independent auditors, as set forth in
their report included therein and incorporated herein by reference.
The report of KPMG Peat Marwick covering the December 31, 1993,
consolidated financial statements refers to a change in accounting for
income taxes and post retirement benefits. Such consolidated financial
statements and schedules are incorporated herein by reference in
reliance upon such report and upon the authority of such firm as
experts in accounting and auditing.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for
public offering and sale by them or may sell the Securities to
investors directly or through agents. Any such underwriter or agent
involved in the offer and sale of the Offered Securities will be named
in the Prospectus Supplement.
Underwriters may offer and sell the Offered Securities at a fixed
price or prices, which may be changed, or from time to time at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. In connection with
the sale of the Offered Securities, underwriters may be deemed to have
received compensation from the Company in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of the Offered Securities for whom they may act as agent.
Underwriters may sell the Offered Securities to or through dealers, and
such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters or commissions from
the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or
agents in connection with the offering of the Offered Securities, and
any discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the Prospectus Supplement.
Underwriters, dealers and agents participating in the distribution of
the Offered Securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by
them on resale of the Offered Securities may be deemed to be
underwriting discounts and commissions under the Securities Act of
1933. Underwriters, dealers and agents may be entitled, under
agreements entered into with the Company, to indemnification against or
contribution toward certain civil liabilities, including liabilities
under the Securities Act of 1933.
If so indicated in the Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by
certain institutions to purchase the Offered Securities from the
Company at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts providing for payment
and delivery on the date or dates stated in the Prospectus Supplement.
Each of such contracts will be for an amount not less than, and unless
the Company otherwise agrees the aggregate principal amount of
Securities sold pursuant to such contracts shall be not more than, the
respective amounts stated in the Prospectus Supplement.
Certain of the underwriters or agents and their associates may
engage in transactions with and perform services for the Company in the
ordinary course of business.
11<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission filing fee $ 68,966
Accounting fees. . . . . . . . . . . . . 25,000*
Legal fees . . . . . . . . . . . . . . . 25,000*
Blue Sky qualification fees and expenses
(including legal fees) . . . . . . . . 25,000*
Printing and engraving . . . . . . . . . 5,000*
Trustee's fees and expenses under Indenture 10,000*
Rating agency fees . . . . . . . . . . . 120,000*
Agents' reimbursable expenses. . . . . . 45,000*
Miscellaneous. . . . . . . . . . . . . . 6,034*
. . . . . . . . . . . . . . . . . . ---------
Total. . . . . . . . . . . . . . . . $330,000*
=========
______________________
*Estimated
</TABLE>
Item 15. Indemnification of Directors and Officers.
ORS 60.367, a section of the Oregon Business Corporation Act (the
"Act"), provides in substance that any director held liable for an
unlawful distribution in violation of ORS 60.367 is entitled to
contribution from (i) every other director who voted for or assented to
the distribution without complying with the applicable statutory
standards of conduct and (ii) each shareholder for the amount the
shareholder accepted knowing the distribution was made in violation of
the Act or the corporation's articles of incorporation.
As authorized by the Act, Sections A and B of Article V of the
registrant's Third Restated Articles of Incorporation provide that,
subject to certain limitations, directors and officers are entitled to
indemnification against certain liabilities to the full extent
authorized under ORS 57.255 and ORS 57.260 (now ORS 60.391), provided
the directors or officers have met the applicable standard of conduct
specified in the Act. Subject to certain specified limitations,
directors and officers are also entitled to indemnification under
Sections D and E of Article V against liabilities arising from the fact
that they are or were directors or officers or acting in certain other
capacities at the registrant's request whether or not they met the
applicable standard of conduct specified in the Act.
Reference is made to section 6 of the Underwriting Agreement and
section 8 of the Distribution Agreement filed herewith as Exhibits 1.1
and 1.2, respectively, for provisions regarding the indemnification of
the registrant, its directors, certain of its officers and its
controlling persons against certain civil liabilities, including civil
liabilities under the Securities Act of 1933.
The registrant maintains directors' and officers' liability
insurance under which the registrant's directors and officers are
insured against loss (as defined) on account of claims made against
them for wrongful acts (as defined).
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>
Item 17. Undertakings.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") and incorporated herein by
reference;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement, unless the information required to be included in
such post-effective amendment is contained in a periodic report
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act and incorporated herein by reference; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) Filing Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or (15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h) Acceleration of Effectiveness.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 15 above, or otherwise, the registrant has been
advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim
II-2
<PAGE>
for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue. The undertaking of the
registrant in the preceding sentence does not apply to insurance
against liability arising under the Securities Act of 1933.
II-3<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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State
of Oregon, on the 20th 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
registration statement has been signed below by the following persons
in the capacities indicated on the 20th 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 Financial
J. A. Parsons 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-4<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. Opinion of Miller, Nash, Wiener, Hager & Carlsen as to the validity
of the Securities.
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).
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).
____________________
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
II-5<PAGE>
<PAGE>
Exhibit 1.2
WILLAMETTE INDUSTRIES, INC.
$____________
Medium-Term Notes, Series __
Due From Nine Months to Thirty Years
From Date of Issue
DISTRIBUTION AGREEMENT
____________, 19__
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
Dear Sirs:
Willamette Industries, Inc., an Oregon corporation (the
"Company"), confirms its agreement with each of you (individually, an
"Agent", and collectively, the "Agents") with respect to the issue and
sale by the Company of up to $_____________ aggregate principal amount
of its Medium-Term Notes, Series __ (the "Notes"), due from nine months
to thirty years from date of issue. The Notes will be issued under an
indenture dated as of January 30, 1993 (the "Indenture"), between the
Company and The Chase Manhattan Bank (National Association), as trustee
(the "Trustee"). The Notes will be issued in minimum denominations of
$1,000 and in denominations exceeding such amount by integral multiples
of $1,000, will be issued only in fully registered form, and will have
the maturities, annual interest rates (whether fixed or floating),
redemption provisions and other terms set forth in a pricing supplement
(the "Pricing Supplement") to the Prospectus referred to below. The
Notes will be issued, and the terms thereof established, in accordance
with the Indenture and the Medium-Term Note Administrative Procedures
attached hereto as Exhibit A (the "Procedures") (unless a Terms
Agreement (as defined in Section 2(b)) modifies or otherwise supersedes
the Procedures with respect to the Notes issued pursuant to such Terms
Agreement). The Procedures may only be amended by written agreement of
the Company
1<PAGE>
and each Agent after notice to, and in the case of amendments that
affect the rights, duties or obligations of the Trustee, with the
approval of, the Trustee.
1. Representations and Warranties. The Company represents
and warrants to, and agrees with, each Agent that:
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933 (the "Act") and the
rules and regulations under the Act of the Securities and
Exchange Commission (the "Commission") and has filed with the
Commission a registration statement on such Form (File No.
33-______), which has become effective for the registration
under the Act of $____________ aggregate principal amount of
senior debt securities (including the Notes) (the
"Securities"). Such registration statement, as it may be
amended or supplemented, meets the requirements set forth in
Rule 415(a) under the Act and complies in all other material
respects with said Rule. In connection with the offering and
sale of Notes, the Company proposes to file with the
Commission pursuant to Rule 424 under the Act a supplement to
the form of prospectus included in such registration
statement relating to the Notes and the plan of distribution
thereof and has previously advised the Agents of all further
information (financial and other) with respect to the Company
to be set forth therein. Such registration statement,
including the exhibits thereto, as amended to the date of
this Agreement, is hereinafter called the "Registration
Statement"; such prospectus, as supplemented pursuant to the
previous sentence, is hereinafter called the "Prospectus".
Any reference herein to the Registration Statement or the
Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to
Item 12 of Form S-3 that were filed under the Securities
Exchange Act of 1934 (the "Exchange Act") on or before the
date of this Agreement or the date of the Prospectus, as the
case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act
after the date of this Agreement or the date of the
Prospectus, as the case may be, deemed to be incorporated
therein by reference.
(b) As of the date hereof, when any amendment to the
Registration Statement becomes effective (including the date
of the filing of any document incorporated by reference in
the Registration Statement), when any supplement to the
Prospectus is filed with the Commission, as of the date of
any Terms Agreement (as defined by Section 2) and at the date
of delivery by the Company of any Notes sold hereunder (a
"Settlement Date"), (i) the Registration Statement, as
amended as of any such time, and the Prospectus, as
supplemented as of any such time, and the Indenture complied
and will comply in all material respects with the applicable
requirements
2<PAGE>
of the Act, the Trust Indenture Act of 1939 (the "Trust Indenture
Act") and the Exchange Act and the respective rules and
regulations thereunder and (ii) neither the Registration
Statement, as amended as of any such time, nor the Prospectus, as
supplemented as of any such time, contained or will contain any
untrue statement of a material fact or omitted or will omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading; provided,
however, that the Company makes no representations or warranties
as to (i) that part of the Registration Statement that shall
constitute the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information contained in
or omitted from the Registration Statement or the Prospectus or
any amendment thereof or supplement thereto in reliance upon and
in conformity with information furnished in writing to the Company
by any Agent specifically for use in connection with the
preparation of the Registration Statement and the Prospectus or
any amendment thereof or supplement thereto.
(c) As of the time any Notes are issued and sold
hereunder, the Indenture will constitute a legal, valid and
binding instrument enforceable against the Company in
accordance with its terms and such Notes will have been duly
authorized, executed, authenticated and, when paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Indenture.
2. Appointment of Agents; Solicitations by the Agents of
Offers to Purchase; Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein, and
to the reservation by the Company of the right to sell Notes at any
time directly to investors on its own behalf or to one or more
underwriters, the Company hereby authorizes each Agent to act as agent
of the Company to solicit offers for the purchase of all or part of the
Notes from the Company.
On the basis of the representations and warranties and
subject to the terms and conditions set forth herein, each of the
Agents agrees, as agent of the Company, to use its reasonable efforts
to solicit offers to purchase the Notes from the Company upon the terms
and conditions set forth in the Prospectus as amended or supplemented
and in the Procedures.
The Company reserves the right in its sole discretion to
instruct the Agents to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase the Notes. Upon
receipt of instructions from the Company, the Agents will forthwith
suspend solicitation of offers to purchase Notes from the Company until
such time as the Company has advised them that such solicitation may be
resumed.
3<PAGE>
The Company agrees to pay each Agent a commission which may
be in the form of a discount in U.S. dollars, at the time of settlement
of each sale of Notes by the Company as a result of a solicitation made
by such Agent, in an amount equal to that percentage specified in
Schedule I hereto of the aggregate principal amount of the Notes sold
by the Company. Such commission shall be payable as specified in the
Procedures.
Subject to the provisions of this section and to the
Procedures, offers for the purchase of Notes may be solicited by each
Agent as agent for the Company at such time and in such amounts as such
Agent deems advisable; provided, however, that so long as this
Agreement shall be in effect, and except that the Company may sell
Notes at any time directly to investors on its own behalf or to one or
more underwriters, the Company shall not solicit or accept offers to
purchase Notes through any agents other than the Agents. Nothing in
this Agreement shall limit the Company's right to authorize, issue,
solicit, or accept offers to purchase its debt securities, including
medium-term notes, other than the Notes.
Notwithstanding anything to the contrary contained herein,
the Company may authorize any other person, partnership or corporation
(an "Additional Agent") to act as its agent to solicit offers for the
purchase of all or part of the Notes of the Company. The appointment
of an Additional Agent shall be effected by the Company's addition of
the name and address of the Additional Agent to the signature page of a
counterpart of this Agreement, the execution of such counterpart by the
Additional Agent, and the delivery of executed copies of such
counterpart to each of the Agents and their counsel. Thereafter the
term "Agent" as used in this Agreement shall mean the Agents and such
Additional Agent. At such time, the Additional Agent shall specify its
requirements for the delivery of certificates, letters and opinions as
are set forth in Section 5.
(b) Subject to the terms and conditions stated herein, the
Company agrees that, whenever the Company determines to sell Notes
directly to any Agent as principal for resale to others, it will enter
into a separate agreement relating to such sale in accordance with the
provisions of this Section 2(b). For the purposes of this Agreement,
the term "Agent" shall refer to each of you acting solely in the
capacity as agent for the Company hereunder and not as principal; the
term "Purchaser" shall refer to each of you acting solely as principal
hereunder and not as agent, and the term "you" shall refer to each of
you acting in both such capacities or in either such capacity.
Each sale of Notes to a Purchaser shall be made in accordance
with the terms of this Agreement and a supplemental agreement relating
to such sale. Each such supplemental agreement (which may either be an
oral agreement confirmed in writing or a written agreement
substantially in the form of Exhibit B hereto and which may be effected
through an exchange by facsimile transmission of an agreement between
the Purchaser and the Company) is hereby referred to as a "Terms
Agreement". A Purchaser's commitment to purchase Notes shall be deemed
to have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and
conditions herein set forth. Each Terms Agreement shall describe the
Notes to be purchased by
4<PAGE>
the Purchaser pursuant thereto, specify the principal amount of such
Notes, the maturity date of such Notes, the price to be paid to the
Company for such Notes, the rate at which interest will be paid on the
Notes, whether such rate of interest shall be fixed or floating and, if
floating, the basis for determining such rate and the dates on which
interest shall be paid, the closing date, time and location for
delivery of the Notes and payment therefor (which date and time are
referred to herein as the "Closing Date"), the type of funds for
payment and any requirements for the delivery of the opinion of
counsel, the certificates from the Company or its officers, or the
letter from KPMG Peat Marwick pursuant to Section 6(b). Any such Terms
Agreement may also specify the period of time referred to in
Section 4(l).
Delivery of the certificates for Notes sold to a Purchaser
pursuant to any Terms Agreement shall be made as agreed to between the
Company and the Purchaser as set forth in the Procedures unless
otherwise set forth in such Terms Agreement, not later than the Closing
Date set forth in such Terms Agreement, against payment to the Company
of the net amount due to the Company for such Notes in the type of
funds set forth in such Terms Agreement.
Unless otherwise agreed to between the Company and the
Purchaser in a Terms Agreement, any Notes sold to a Purchaser may be
resold by such Purchaser at varying prices from time to time or, if set
forth in the applicable Terms Agreement and Pricing Supplement, at a
fixed public offering price. In connection with any resale of Notes
purchased, a Purchaser may use a selling or dealer group and may
reallow to any broker or dealer any portion of the discount or
commission payable pursuant hereto.
3. Offering Procedure.
(a) Unless otherwise agreed between the Company and each
Agent, each Agent shall communicate to the Company, orally or in
writing, each offer to purchase Notes received by such Agent (unless
such offer is rejected by such Agent in accordance herewith) on terms
previously communicated by the Company to such Agent, and unless
otherwise agreed between the Company and each Agent in writing, the
Company shall have the sole right to accept such offers to purchase
Notes and may, in its absolute discretion, refuse any proposed purchase
of Notes in whole or in part for any reason.
(b) Unless otherwise agreed between the Company and each
Agent, each Agent shall have the right, in its discretion reasonably
exercised, to reject any proposed purchase of Notes, in whole or in
part, and any such rejection shall not be deemed a breach of its
agreement contained herein. Each Agent and the Company agree to
perform the respective duties and obligations specifically provided to
be performed by them in the Procedures.
4. Agreements. The Company agrees with each Agent that:
5<PAGE>
(a) Prior to the termination of the offering of the Notes
(including by way of resale by a Purchaser of Notes), the Company will
not file any amendment to the Registration Statement or supplement to
the Prospectus (other than (1) by a supplement to the Prospectus (A)
relating to an offering of securities other than the Notes, (B)
relating to any offering of Notes by the Company directly to investors
or to underwriters other than such Agent or (C) providing solely for
the specification of the terms of a Note or Notes (excluding any change
in the formula by which interest rates on the Notes may be determined)
or (2) unless requested by such Agent, in connection with the filing of
a document under Section 14 of the Exchange Act) unless the Company has
furnished to such Agent a copy for its review prior to filing and will
not file any such proposed amendment or supplement to which such Agent
may reasonably object. With respect to any Notes to be sold to or
through an Agent pursuant to this Agreement, the Company will prepare a
Pricing Supplement with respect to such Notes in a form previously
approved by such Agent. Subject to the foregoing, the Company will
cause each supplement to the Prospectus to be filed (or transmitted for
filing) with the Commission as required pursuant to Rule 424. The
Company will promptly advise such Agent (i) when each supplement to the
Prospectus shall have been filed (or transmitted for filing) with the
Commission pursuant to Rule 424, (ii) when any amendment of the
Registration Statement shall have been filed or become effective,
(iii) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for that purpose
and (v) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose. During any period during which a prospectus relating to
the Notes is required to be delivered under the Act, the Company will
(i) use its best efforts to prevent the issuance of any such stop order
and, if issued, to obtain as soon as possible the withdrawal thereof,
and (ii) file within the prescribed time periods all reports and any
definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to sections 13(a), 13(c), 14 or
15(d) of the Exchange Act. In addition, on the date on which the
Company makes any announcement to the general public concerning
earnings or concerning any other event which is required to be
described, or which the Company proposes to describe, in a document
filed pursuant to the Exchange Act, the Company will furnish to such
Agent the information contained in such announcement. The Company also
will furnish to such Agent copies of all material press releases or
announcements furnished to news or wire services or otherwise released
to the general public. The Company will immediately notify such Agent
of (i) any decrease in the rating of the Notes or any other debt
securities of the Company by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the
Act) or (ii) any notice given of any intended or potential decrease in
any such rating or of a possible change in any such rating that does
not indicate the direction of the possible change, as soon as the
Company learns of any such decrease or notice.
6<PAGE>
(b) If, during any period in which a prospectus relating to
the Notes is required to be delivered under the Act, any event occurs
as a result of which the Registration Statement, as then amended, or
the Prospectus, as then supplemented, would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, any facts or
events arise which, individually or in the aggregate, would represent a
fundamental change in the information set forth or in the Registration
Statement or the Prospectus, or if, during any such period, it shall be
necessary to amend the Registration Statement or to supplement the
Prospectus to comply with the Act or the Exchange Act or the respective
rules and regulations thereunder, the Company promptly will (i) notify
such Agent to suspend the solicitation of offers to purchase Notes
(and, if so notified by the Company, such Agent shall forthwith suspend
such solicitation and cease using the Prospectus as then supplemented),
(ii) prepare and file with the Commission, subject to the first
sentence of paragraph (a) of this Section 4, an amendment or supplement
that will correct such statement or omission or an amendment or
supplement that will effect such compliance and (iii) will supply any
such amended Registration Statement or supplemented Prospectus to such
Agent in such quantities as such Agent may reasonably request. If such
amendment or supplement, and any documents, certificates and opinions
furnished to such Agent pursuant to paragraph (f) of this Section 4 in
connection with the preparation or filing of such amendment or
supplement are reasonably satisfactory in all respects to such Agent,
such Agent will, upon the filing of such amendment or supplement with
the Commission and upon the effectiveness of an amendment to the
Registration Statement if such an amendment is required, resume such
Agent's obligation to solicit offers to purchase Notes hereunder.
(c) As soon as practicable after any Settlement Date and
after any Closing Date, but in any event not later than the Applicable
Release Date (as defined below), the Company will make generally
available to its security holders and to such Agents an earnings
statement or statements covering a period of at least 12 months
beginning after the Applicable Effective Date (as defined below) that
will satisfy the provisions of Section 11(a) of the Act and Rule 158
under the Act. For the purpose of the preceding sentence, "Applicable
Effective Date" means the latest of (i) the effective date of the
Registration Statement relating to the Notes, (ii) the effective date
of the most recent post-effective amendment to the Registration
Statement filed for a purpose specified in paragraph (c)(2) of Rule 158
under the Act to become effective prior to such Settlement Date or
Closing Date and (iii) the date of filing of the Company's most recent
annual report on Form 10-K filed with the Commission prior to such
Settlement Date or Closing Date, and "Applicable Release Date" means
(i) the 45th day after the end of the fourth fiscal quarter following
the fiscal quarter that includes the Applicable Effective Date or
(ii) if such fourth fiscal quarter is the last quarter of the Company's
fiscal year, the 90th day after the end of such fourth fiscal quarter.
(d) The Company will furnish to such Agent and to its
counsel, without charge, (i) copies of the Registration Statement
(including exhibits thereto) and each amendment thereto that shall
become effective and, so long as delivery of a prospectus may be
7<PAGE>
required by the Act, as many copies of the Prospectus and any
supplements thereto as such Agent may reasonably request, (ii) copies
of all reports or other communications (financial or other) furnished
to shareholders, and (iii) copies of any reports and financial
statements furnished to or filed with the Commission or any national
securities exchange on which any class of securities of the Company is
listed.
(e) The Company will use its best efforts to arrange for the
qualification of the Notes for sale under the laws of such domestic
jurisdictions as such Agent may reasonably designate, will maintain
such qualifications in effect so long as required for the distribution
of the Notes, and will arrange for the determination of the legality of
the Notes for purchase by institutional investors; provided, however,
that the Company shall not be required to qualify to do business in any
jurisdiction where it is not now qualified or to take any action which
would subject it to general or unlimited service of process in any
jurisdiction where it is not now subject to such service of process.
(f) The Company shall furnish to such Agent and counsel for
such Agent, such certificates of officers of the Company and opinions
of counsel for the Company relating to the business, operations and
affairs of the Company, the Registration Statement, the Prospectus, and
any amendments or supplements thereto, the Indenture, the Notes, this
Agreement, the Procedures and the performance by the Company of its
obligations hereunder and thereunder as such Agent may from time to
time, and at any time prior to the termination of this Agreement,
reasonably request.
(g) The Company shall, whether or not any sale of the Notes
is consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement and any Terms Agreement, including the
fees and disbursements of its accountants and counsel, the cost of
printing (or otherwise producing) and delivery of the Registration
Statement, the Prospectus, all amendments thereof and supplements
thereto, the Indenture, this Agreement and all other documents relating
to the offering, the cost of preparing, printing (or otherwise
producing), packaging and delivering the Notes, the fees and
disbursements, including fees of counsel, incurred in connection with
the qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities or Blue
Sky laws of each such domestic jurisdiction as such Agent may
reasonably designate, the fees and disbursements of the Trustee and any
Calculation Agent (as such term is used in the Prospectus, as
supplemented, relating to the Notes) and the fees of any agency that
rates the Notes, (ii) reimburse such Agent on a monthly basis for all
out-of-pocket expenses incurred by such Agent and approved by the
Company in advance, in connection with the offering and the sale of the
Notes, and (iii) be responsible for the reasonable fees and
disbursements of such Agent's counsel incurred heretofore or hereafter
in connection with the offering and sale of the Notes.
(h) Each acceptance by the Company of an offer to purchase
Notes will be deemed to be an affirmation that the representations and
warranties of the Company in Section l are true and correct at the time
of such acceptance, as though made at and
8<PAGE>
as of such time, and a covenant that such representations and
warranties will be true and correct at the time of delivery to the
purchaser of the Notes relating to such acceptance, as though made at
and as of such time (it being understood that for purposes of the
foregoing affirmation and covenant such representations and warranties
shall relate to the Registration Statement and Prospectus as amended or
supplemented at each such time). Each such acceptance by the Company
of an offer for the purchase of Notes shall be deemed to constitute an
additional representation, warranty and agreement by the Company that,
as of the Settlement Date for the sale of such Notes, after giving
effect to the issuance of such Notes and of any other Securities to be
issued and sold by the Company on or prior to such Settlement Date, the
aggregate amount of Securities (including any Notes) which have been
issued and sold by the Company will not exceed the amount of Securities
registered pursuant to the Registration Statement. The Company will
inform such Agent promptly upon its request of the aggregate amount of
Securities registered under the Registration Statement which remain
unsold.
(i) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than (1) by a supplement
to the Prospectus (A) relating to an offering of securities other than
the Notes, (B) relating to any offering of Notes by the Company
directly to investors or to one or more underwriters other than such
Agent or (C) providing solely for the specification of the terms of a
Note or Notes (excluding any change in the formula by which interest
rates on the Notes may be determined) or (2) unless requested by such
Agent, in connection with the filing of a document under Section 14 of
the Exchange Act), the Company will deliver or cause to be delivered
forthwith to such Agent a certificate of the Company signed by the
Chairman and Chief Executive Officer, the President or an Executive
Vice President and the principal financial or accounting officer of the
Company, dated the date of the effectiveness of such amendment or the
date of filing of such supplement, in form reasonably satisfactory to
such Agent, to the effect that the statements contained in the
certificate that was last furnished to such Agent pursuant to
Section 5(d) are true and correct at the time of the effectiveness of
such amendment or the filing of such supplement as though made at and
as of such time (except that (i) the last day of the fiscal quarter for
which financial statements of the Company were last filed with the
Commission shall be substituted for the corresponding date in such
certificate and (ii) such statements shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented
to the time of the effectiveness of such amendment or the filing of
such supplement) or, in lieu of such certificate, a certificate of the
same tenor as the certificate referred to in Section 5(d), but modified
to relate to the representations and warranties of the Company as if
made on the date of such certificate and to relate to the last day of
the fiscal quarter for which financial statements of the Company were
last filed with the Commission and to the Registration Statement and
the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement.
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than (1) by a supplement
to the Prospectus (A) relating to an offering of securities other than
the Notes, (B) relating to any offering of
9<PAGE>
Notes by the Company directly to investors or to one or more
underwriters other than such Agent or (C) providing solely for the
specification of the terms of a Note or Notes (excluding any change in
the formula by which interest rates on the Notes may be determined) or
(2) unless requested by such Agent, in connection with the filing of a
document under Section 14 of the Exchange Act), the Company shall
furnish or cause to be furnished forthwith to such Agent a written
opinion of counsel of the Company satisfactory to such Agent, dated the
date of the effectiveness of such amendment or the date of filing of
such supplement, in form satisfactory to such Agent, of the same tenor
as the opinions referred to in Section 5(b) but modified to relate to
the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement and with the statement required by the
penultimate paragraph of Section 5(b) modified to reflect such
counsel's actual participation or, in lieu of such an opinion, counsel
last furnishing an opinion to such Agent may furnish a letter to the
effect that such Agent may rely on such last opinion to the same extent
as though it were dated the date of such letter authorizing reliance
(except that statements in such last opinion will be deemed to relate
to the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement).
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or
supplemental financial information or such amended or supplemental
information is incorporated by reference in the Registration Statement
or the Prospectus, the Company shall cause KPMG Peat Marwick, its
independent auditors, forthwith to furnish such Agent a letter, dated
the date of the effectiveness of such amendment or the date of filing
of such supplement, in form satisfactory to such Agent, of the same
tenor as the letter referred to in Section 5(e) with such changes as
may be necessary to reflect the amended and supplemental financial
information included or incorporated by reference in the Registration
Statement and the Prospectus, as amended or supplemented to the date of
such letter; provided, however, that if the Registration Statement or
Prospectus is amended or supplemented to include financial information
as of and for a fiscal quarter, KPMG Peat Marwick may limit the scope
of such letter by not making the statements required by
Section 5(e)(ii)(3), unless, in the reasonable judgment of such Agent,
such letter should make such statements.
(l) During the period, if any, specified in any Terms
Agreement (whether orally or in writing), the Company shall not,
without the prior consent of the Purchaser thereunder, offer, sell or
contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any debt securities issued or guaranteed by
the Company (other than the Notes being sold pursuant to such Terms
Agreement, commercial paper and debt securities evidencing borrowings
from banks).
(m) The Company confirms as of the date hereof, and each
acceptance by the Company of an offer to purchase Notes will be deemed
to be affirmation, that the Company is in compliance with all
provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act
Relating to Disclosure of Doing Business with Cuba (Section 517.075,
Florida Securities and Investor Protection Act),
10<PAGE>
and the Company further agrees that if it commences engaging in
business with the government of Cuba or with any person or affiliate
located in Cuba after the date the Registration Statement becomes or
has become effective with the Commission or with the Florida Department
of Banking and Finance (the "Department"), whichever date is later, or
if the information reported in the Prospectus, if any, concerning the
Company's business with Cuba or with any person or affiliate located in
Cuba changes in any material way, the Company will provide the
Department notice if then required of such business or change, as
appropriate, in a form acceptable to the Department.
5. Conditions to the Obligations of the Agents. The
obligations of any Agent to solicit offers to purchase the Notes shall
be subject to the accuracy of the representations and warranties on the
part of the Company contained herein as of the date hereof, as of the
date of the effectiveness of any amendment to the Registration
Statement (including the date of the filing of any document
incorporated by reference therein), as of the date any supplement to
the Prospectus is filed with the Commission and as of each Settlement
Date, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder and to the following
additional conditions:
(a) If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus,
and any such supplement, shall have been filed in the manner
and within the time period required by Rule 424(b); no stop
order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been
issued, and no proceedings for that purpose shall have been
instituted or threatened; and all requests for additional
information on the part of the Commission shall have been
complied with to the reasonable satisfaction of such Agent.
(b) The Company shall have furnished to such Agent the
opinion or opinions of Miller, Nash, Wiener, Hager & Carlsen,
counsel to the Company, dated the date hereof to the effect
that:
(i) the Company has been duly incorporated and is
validly existing as a corporation under the laws of the
state of Oregon, with full corporate power and authority
to own its properties and conduct its business as
described in the Prospectus;
(ii) the establishment of the series constituting
the Notes has been duly authorized and, when the terms
of a particular Note have been duly established in
conformity with the Indenture and such Note has been
executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid
for by the purchaser thereof in accordance with this
Agreement, such
11<PAGE>
Note will constitute a legal, valid and binding obligation of
the Company entitled to the benefits provided by the
Indenture;
(iii) the Registration Statement and any amendments
thereto have become effective under the Act; to the
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement or any part
thereof has been issued and no proceedings for that
purpose have been instituted or threatened or are
contemplated by the Commission under the Act, and the
Registration Statement and the Prospectus and any
amendment or supplement thereto (as of their respective
effective or issue dates) complied as to form in all
material respects with the applicable requirements of
the Act, the Exchange Act, the Trust Indenture Act, and
the respective rules and regulations thereunder; the
descriptions in the Registration Statement and the
Prospectus of the Notes, of the Indenture, and of
statutes, legal and governmental proceedings and
contracts fairly present the information required to be
shown; and to the knowledge of such counsel there are no
legal or governmental proceedings required to be
described in the Prospectus that are not described as
required, nor are there any contracts or documents of a
character required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits
to the Registration Statement that are not described or
filed as required; it being understood that such counsel
need express no opinion as to the financial statements,
financial schedules or other financial and statistical
data contained in the Registration Statement, the
Prospectus or any amendment or supplement thereto;
(iv) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act and constitutes
a legal, valid and binding instrument enforceable
against the Company in accordance with its terms
(subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other
laws affecting creditors' rights generally and to
general equitable principles);
(v) this Agreement and the Terms Agreement (if
applicable) have been duly authorized, executed, and
delivered by the Company; and
(vi) no consent, approval, authorization or order
of any United States or Oregon court or governmental
agency or body is required for the consummation of the
transactions contemplated herein except such as have
been obtained under the Act and such as may be required
under the blue sky laws of any jurisdiction in
connection with the
12<PAGE>
sale of the Notes as contemplated by this Agreement and such
other approvals (specified in such opinion) as have been
obtained.
In addition, such counsel shall state that such counsel
has participated in conferences with officers and other
representatives of the Company, representatives of the
independent public accountants for the Company,
representatives of the Agents, and counsel for the Agents, as
applicable, at which the contents of the Registration
Statement and Prospectus and related matters were discussed
and, although such counsel is not passing upon and does not
assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration
Statement and Prospectus (except for those made under the
captions "Description of Securities" in the Registration
Statement and "Description of Notes" and "Plan of
Distribution" in any prospectus supplement, insofar as they
relate to the provisions of documents therein described) and
on the basis of the foregoing (relying as to materiality to a
large extent upon the opinions of officers and other
representatives of the Company), no facts have come to the
attention of such counsel in the course of their
representation of the Company that have led them to believe
that either the Registration Statement or any amendment
thereto at the time such Registration Statement or amendment
became effective and at the date of this Agreement contained
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading or that the
Prospectus, as of the date of this Agreement, contained an
untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements
therein, in light of the circumstances under which they were
made, not misleading (it being understood that such counsel
need express no opinion or belief with respect to the
financial statements, financial schedules and other financial
and statistical data included in the Registration Statement,
Prospectus or any amendment or supplement thereto).
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction
other than the state of Oregon or the United States, to the extent
deemed proper and specified in such opinion, upon the opinion of
other counsel of good standing believed to be reliable and who are
satisfactory to such Agent, and (B) as to matters of fact, to the
extent deemed proper, on certificates of responsible officers of
the Company and public officials, and may assume the due
authorization, execution and delivery of the Indenture by the
Trustee.
(c) Such Agent shall have received from Sullivan &
Cromwell, counsel for the Agents, such opinion or opinions,
dated the date hereof, with respect to the issuance and sale
of the Notes, the Indenture, the
13<PAGE>
Registration Statement, the Prospectus and other related matters
as such Agent may reasonably require, and the Company shall have
furnished to such counsel such documents as they may reasonably
request for the purpose of enabling them to pass upon such
matters. In rendering such opinion, such counsel may rely, as to
the incorporation of the Company and all matters governed by
Oregon law, on the opinion referred to in Section 5(b) above.
(d) The Company shall have furnished to such Agent a
certificate of the Company, signed by the Chairman and Chief
Executive Officer, the President or an Executive Vice
President and the principal financial or accounting officer
of the Company, dated the date hereof, to the effect that the
signers of such certificate have carefully examined the
Registration Statement, the Prospectus and this Agreement and
that, to the best of the signers' knowledge, after reasonable
investigation:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the date hereof with the
same effect as if made on the date hereof, and the
Company has complied with all the agreements and
satisfied all the conditions on its part to be performed
or satisfied as a condition to the obligation of the
Agent to solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or
threatened; and
(iii) since the date of the most recent financial
statements included or incorporated in the Prospectus,
there has been no material adverse change in the
condition (financial or other), earnings, business or
properties of the Company and its subsidiaries (taken as
a whole), whether or not arising from transactions in
the ordinary course of business, except as set forth in
or contemplated in the Prospectus.
(e) On the date hereof, KPMG Peat Marwick shall have
furnished to such Agent a letter or letters (which may refer
to letters previously delivered to such Agent), dated as of
the date hereof, confirming that they are independent
accountants within the meaning of the Act and the Exchange
Act and the respective applicable published rules and
regulations thereunder and stating in effect that:
(i) in their opinion the audited financial
statements and financial statement schedules included or
incorporated in the Registration Statement and the
Prospectus and reported on by them comply as to form in
all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the
related published
14<PAGE>
rules and regulations thereunder with respect to financial
statements and financial statement schedules;
(ii) on the basis of a reading of the latest
unaudited consolidated financial statements made
available by the Company and its subsidiaries; carrying
out certain specified procedures (but not an examination
in accordance with generally accepted auditing
standards) that would not necessarily reveal matters of
significance with respect to the comments set forth in
such letter; a reading of the minutes of the meetings of
the shareholders, directors, and executive committee of
the Company; and inquiries of certain officials of the
Company and its subsidiaries who have responsibility for
financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to
the date of the most recent audited financial statements
included or incorporated in the Registration Statement
and Prospectus, nothing came to their attention which
caused them to believe that:
(1) the unaudited financial statements
included in the Company's quarterly
reports on Form 10-Q incorporated by
reference in the Registration Statement
and the Prospectus, if any, do not comply
as to form in all material respects with
the accounting requirements of the
Exchange Act and the published rules and
regulations thereunder applicable to
Form 10-Q or are not fairly presented in
conformity with generally accepted
accounting principles applied on a basis
substantially consistent with that of the
audited financial statements incorporated
in the Registration Statement and the
Prospectus (except as to matters of
presentation and disclosure as permitted
by Form 10-Q); or
(2) the amounts in the "Selected
Consolidated Financial Data" included or
incorporated in the Registration Statement
and the Prospectus do not agree with the
corresponding amounts in the financial
statements from which such amounts were
derived or were not determined on a basis
substantially consistent with that of the
audited financial statements included or
incorporated in the Registration Statement
and the Prospectus or do not agree with
the accounting records of the Company and
its subsidiaries; or
15<PAGE>
(3) with respect to the period
subsequent to the date of the most recent
financial statements incorporated in the
Registration Statement and the Prospectus,
at a specified date not more than
five business days prior to the date of
the letter there were any changes in the
capital stock (other than as a result of
awards or amortization of restricted stock
and the exercise of options granted under
employee stock option plans of the
Company), or increases in long-term debt
or short-term debt of the Company and its
consolidated subsidiaries (other than
increases which in the aggregate do not
exceed 5 percent of the sum of the
long-term debt and short-term debt of the
Company and its consolidated subsidiaries
as shown on the most recent balance sheet
included or incorporated in the
Registration Statement and the
Prospectus), or there were any decreases
in net current assets or net assets of the
Company and its consolidated subsidiaries,
in each case as compared with the
corresponding amounts shown on the most
recent consolidated balance sheet included
or incorporated in the Registration
Statement and the Prospectus, or for the
period from the date of the most recent
financial statements incorporated in the
Registration Statement and the Prospectus
to such specified date there were any
decreases, as compared with the
corresponding period in the preceding
year, in consolidated net sales, net
operating income, or the total or per
share amounts of income before
extraordinary items or of net income,
except in all instances for changes or
decreases set forth in such letter, in
which case the letter shall be accompanied
by an explanation by the Company as to the
significance thereof unless said
explanation is not deemed necessary by
such Agent; and
(iii) they have performed certain other
specified procedures as a result of which they
determined that certain information of an
accounting, financial or statistical nature (which
is limited to accounting, financial or statistical
information derived from the general accounting
records of the Company) included or incorporated in
the Registration Statement and the Prospectus as
amended or
16<PAGE>
supplemented, agrees with the accounting records of the
Company and its subsidiaries, excluding any questions of
legal interpretation; and
(iv) if unaudited pro forma financial
statements are included or incorporated in the
Registration Statement and the Prospectus, on the
basis of a reading of the unaudited pro forma
financial statements, carrying out certain
specified procedures, inquiries of certain
officials of the Company and the acquired company
who have responsibility for financial and
accounting matters, and proving the arithmetic
accuracy of the application of the pro forma
adjustments to the historical amounts in the pro
forma financial statements, nothing came to their
attention which caused them to believe that the pro
forma financial statements do not comply in form in
all material respects with the applicable
accounting requirements of Rule 11-02 of
Regulation S-X or that the pro forma adjustments
have not been properly applied to the historical
amounts in the compilation of such statements.
References to the Registration Statement and the Prospectus
in this paragraph (e) are to such documents as amended and
supplemented at the date of the letter.
(f) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Prospectus (as amended or supplemented) there shall not have
occurred any change, or any development involving a
prospective change, in or affecting particularly the business
or properties of the Company and its subsidiaries taken as a
whole which is, in the judgment of such Agent, after
discussions with the Company, so material and adverse as to
make it impractical or inadvisable to proceed with the
soliciting of offers to purchase or delivery of the Notes as
contemplated by the Registration Statement and the Prospectus
(or, in the case of a Terms Agreement, to proceed with the
offering or the delivery of the Notes to be purchased as
contemplated by the Terms Agreement).
(g) Subsequent to the execution of this Agreement there
shall not have occurred any downgrading in the rating of the
Company's debt securities by any "nationally recognized
statistical rating organization", as defined for the purposes
of Rule 436(g) under the Act, or any notice given by any such
organization that it has under surveillance or review, with
possible negative implications, its rating of any of the
Company's debt securities.
(h) Subsequent to the execution of this Agreement,
there shall not have occurred any outbreak or material
escalation of hostilities involving the United States or the
declaration by the United States of a national
17<PAGE>
emergency or war or the occurrence of any other calamity or
crisis if the effect on the financial markets is such as to
make it, in the judgment of such Agent, impracticable or
inadvisable to proceed with the solicitation of offers to
purchase or delivery of Notes as contemplated by the
Registration Statement and the Prospectus (or, in the case of
a Term Agreement, to proceed with the offering and delivery
of the Notes to be purchased as contemplated by the Terms
Agreement).
(i) Subsequent to the execution of this Agreement
(i) trading in securities generally, or in the securities of
the Company, on the New York Stock Exchange shall not have
been suspended or limited nor shall minimum prices have been
established on such exchange, (ii) trading in any securities
of the Company in the over-the-counter market shall not have
been suspended, (iii) a banking moratorium shall not have
been declared by federal, New York State, or Oregon State
authorities.
(j) Prior to the date hereof, the Company shall have
furnished to such Agent such further information,
certificates and documents as such Agent may reasonably
request.
If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as provided
in this Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to such Agent,
this Agreement and all obligations of such Agent hereunder may be
canceled at any time by such Agent. Notice of such cancellation shall
be given to the Company in writing or by telephone confirmed in
writing.
The documents required to be delivered by this Section 5
shall be delivered at the office of Sullivan & Cromwell, counsel for
the Agents, at 125 Broad Street, New York, New York 10004, on the date
hereof.
The obligation of the Agents to continue to solicit offers to
purchase the Notes after the date of any amendment to the Registration
Statement or supplement to the Prospectus shall also be subject to the
condition that the Agents shall be entitled to receive, if any Agent so
requests, an opinion of Sullivan & Cromwell, dated the date of such
amendment or supplement, to the effect set forth in paragraph (c)
above.
6. Conditions to the Obligations of a Purchaser. The
obligations of a Purchaser to purchase Notes pursuant to any Terms
Agreement will be subject to the accuracy of the representations and
warranties on the part of the Company herein as of the date hereof, as
of the date of the respective Terms Agreement and as of the Closing
Date thereunder, to the performance and observance by
18<PAGE>
the Company of all covenants and agreements herein contained on its
part to be performed and observed and to the following additional
conditions precedent:
(a) With respect to any Notes sold at such Closing, the
Prospectus as amended or supplemented (including the Pricing
Supplement) with respect to such Notes shall have been filed
with the Commission pursuant to Rule 424(b) under the Act
within the applicable time period prescribed for such filing
by the rules and regulations under the Act and in accordance
with Section 4(a) hereof; no stop order suspending the
effectiveness of the Registration Statement shall have been
issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests
for additional information on the part of the Commission
shall have been complied with to the reasonable satisfaction
of the Purchaser.
(b) Except to the extent modified by the applicable
Terms Agreement, the Purchaser shall have received,
appropriately updated in a manner consistent with Section 5
hereof, (i) a certificate of the Company, dated as of the
Closing Date, to the effect set forth in Section 5(d),
(ii) the opinion or opinions of Miller, Nash, Wiener, Hager &
Carlsen, counsel to the Company, dated as of the Closing
Date, to the effect set forth in Section 5(b), (iii) the
opinion or opinions of Sullivan & Cromwell, counsel for the
Purchaser, dated as of the Closing Date, to the effect set
forth in Section 5(c), and (iv) the letter of KPMG Peat
Marwick, dated as of the Closing Date, to the effect set
forth in Section 5(e).
(c) The conditions set forth in Sections 5(f), 5(g),
5(h), and 5(i) shall have been satisfied, but in each case
only with respect to the period commencing on the date of the
applicable Terms Agreement and events which occurred prior to
such date shall be disregarded.
(d) Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information,
certificates and documents as the Purchaser may reasonably
request.
If any of the conditions specified in this Section 6 shall
not have been fulfilled in all material respects when and as provided
in this Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the
Purchaser, this Agreement and all obligations of the Purchaser
hereunder may be canceled at, or at any time prior to, the respective
Closing Date by the Purchaser. Notice of such cancellation shall be
given to the company in writing or by telephone or telegraph confirmed
in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase. The Company agrees that any person who has agreed to
purchase and pay for any Note pursuant to a solicitation by any of
19<PAGE>
the Agents shall have the right to refuse to purchase such Note if, at
the Settlement Date therefor, any condition set forth in
paragraphs (f), (g), (h) or (i) of Section 5 shall not be satisfied
because an event specified in said paragraphs shall have occurred
subsequent to the agreement to purchase such Note, the effect of which
event is in the judgment of the Agent which presented the offer to
purchase such Note, so material and adverse as to make it impractical
or inadvisable to proceed with the sale and delivery of such Note (it
being understood that under no circumstance shall any such Agent have
any duty or obligation to the Company or to any such person to exercise
the judgment permitted to be exercised under this Section 7).
8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless
each Agent, the directors, officers, employees and agents of
each Agent, and each person who controls each Agent within
the meaning of the Act, if any, against any and all losses,
claims, damages or liabilities, joint or several, to which
any such Agent, director, officer, employee, agent, or
controlling person may become subject under the Act, the
Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in
the Registration Statement for the registration of the Notes
as originally filed or in any amendment thereof, or in the
Prospectus or any preliminary Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
(i) the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein
in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any of you
specifically for inclusion therein, and (ii) such indemnity
with respect to any preliminary Prospectus or any Prospectus
as supplemented or amended shall not inure to the benefit of
any Agent (or any director, officer, employee, agent of or
person controlling such Agent) from whom the person asserting
any such loss, claim, damage or liability purchased the Notes
that are the subject thereof if such person did not receive a
copy of the Prospectus (or the Prospectus as amended or
supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of such
Notes to such person in any case where such delivery is
required by the
20<PAGE>
Act and the untrue statement or omission or the alleged untrue
statement or omission was corrected in the Prospectus (or the
Prospectus as amended or supplemented). This indemnity agreement
will be in addition to any liability that the Company may
otherwise have.
(b) Each Agent severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its
officers who sign the Registration Statement, and each
person, if any, who controls the Company within the meaning
of the Act, to the same extent as the foregoing indemnity
from the Company to you, but only with reference to written
information relating to you furnished to the Company by or on
your behalf specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability that you may
otherwise have.
(c) Promptly after receipt by an indemnified party
under this Section 8 of notice of the commencement of any
action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under
this Section 8, notify the indemnifying party in writing of
the commencement thereof; but the omission so to notify the
indemnifying party will not relieve the indemnifying party
from any liability which it may have to any indemnified party
otherwise than under this Section 8. In case any such action
is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein,
and to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving
the aforesaid notice from such indemnified party, jointly
with any other indemnifying party, to assume the defense
thereof, with counsel reasonably satisfactory to such
indemnified party; provided, however, that if the defendants
in any such action include both the indemnified party and the
indemnifying party, and the indemnified party shall have
reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties that are
different from or additional to those available to the
indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of
such action on behalf of such indemnified party or parties.
Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of counsel,
the indemnifying party will not be liable to such indemnified
party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof, unless (i) the indemnified party
shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to
the next preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the
expenses of more than one separate
21<PAGE>
counsel, approved by the Agents in the case of paragraph (a) of
this Section 8, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii). An indemnifying party
shall not be liable for any claim or action settled without its
consent.
(d) If the indemnification provided for in this
Section 8 shall for any reason (other than as specified
herein) be unavailable to or insufficient to hold harmless an
indemnified party under Section 8(a) or 8(b) above in respect
of any loss, claim, damage or liability (or action in respect
thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable ("Losses") to
such indemnified party as a result of such loss, claim,
damage, or liability (or action in respect thereof) in such
proportion as is appropriate to reflect the relative benefits
received by the Company and each of you from the offering of
the Notes from which such Losses arise and the relative fault
of the parties with respect to the statements or omissions
which resulted in such Losses, as well as any other relevant
equitable considerations. The relative benefits received by
the Company on the one hand and each Agent on the other with
respect to such offering shall be determined in light of the
relation of the total net proceeds received by the Company
from the sale (before deducting expenses) of the Notes from
which such Losses arise to the total commissions or discounts
received by each Agent with respect to the sale of the Notes
from which such Losses arise. The Company and each Agent
agree that it would not be just and equitable if
contributions pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Agents were treated as
one entity for such purpose) or by any other method of
allocation which does not take into account the equitable
considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss,
claim, damage, or liability (or action in respect thereof)
referred to above in this Section 8(d) shall be deemed to
include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the
provisions of this Section 8(d), no Agent shall be required
to contribute any amount in excess of the amount by which the
total commission or discount it received on Notes sold by it
exceeds the amount of any damages which such Agent has
otherwise paid or become liable to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty
of such fraudulent
22<PAGE>
misrepresentation. The obligations of the Agents in this
Section 8(d) to contribute are several and not joint. For
purposes of this Section 8, each person who controls any of you
within the meaning of the Act or the Exchange Act and each
director, officer, employee and agent of any of you shall have the
same rights to contribution as you and each person who controls
the Company within the meaning of either the Act or the Exchange
Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each
case to the applicable terms and conditions of this Section 8(d).
9. Termination. This Agreement may be terminated by either
the Company or any Agent (as to such Agent) by such party giving
written notice of such termination to the other party or parties
hereto. This Agreement shall so terminate at the close of business on
the first business day following the receipt of such notice by the
party or parties to whom such notice is given. This Agreement may be
terminated as to one or more of the Agents, and to the extent not
terminated with respect to any Agent, this Agreement shall remain in
full force and effect as between the Company and any such Agent. In
the event of such termination, no party shall have any liability to the
other party hereto, except as provided in the fourth paragraph of
Section 2(a), Section 4(g), Section 8, Section 10 and Section 11. This
Agreement will continue in effect until terminated as provided in this
Section 9.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and
other statements of the Company or its officers and of each Agent set
forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of
such Agent or the Company or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Notes. The provisions of Section 8
hereof shall survive the termination or cancellation of this Agreement.
The provisions of this Agreement (including without limitation
Section 8 hereof) applicable to any purchase of a Note for which an
agreement to purchase exists prior to the termination hereof shall
survive any termination of this Agreement. If at the time of
termination of the Agreement any Purchaser shall own any Notes with the
intention of selling them, the provisions of Sections 4(b), 4(d) and
4(e) shall remain in effect until such Notes are sold by the Purchaser
or until the first anniversary of such termination, whichever shall
first occur.
11. Agents' Right to Commission Upon Default by the Company.
Each Agent, in soliciting offers to purchase Notes from the Company and
in performing the other obligations of such Agent hereunder (other than
in respect to any purchase by an Agent as principal, pursuant to a
Terms Agreement or otherwise), is acting solely as agent for the
Company and not as principal. Except as provided in Section 2(b),
under no circumstances will any Agent be obligated to purchase any
Notes for its own account. Each Agent will make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose
offer to purchase Notes from the Company was solicited by such Agent
and has been accepted by
23<PAGE>
the Company, but such Agent shall not have any liability to the Company
in the event such purchase is not consummated for any reason. If the
Company shall default on its obligation to deliver Notes to a purchaser
whose offer it has accepted, the Company shall (i) hold such Agent
harmless against any loss, claim or damage arising from or as a result
of such default by the Company and (ii) notwithstanding such default,
pay to the Agent that solicited such offer any commission to which it
would be entitled in connection with such sale.
12. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to an Agent, will
be mailed, delivered, telexed or telecopied to such Agent, at the
address specified below its signature hereto; or, if sent to the
Company, will be mailed or delivered, telexed or telecopied to it at
3800 First Interstate Tower, 1300 S.W. Fifth Avenue, Portland, Oregon
97201, Attention: Secretary.
13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto, their respective successors,
the directors, officers, employees, agents and controlling persons
referred to in Section 8 hereof and, to the extent permitted in
Section 7, any person who has agreed to purchase Notes, and no other
person will have any right or obligation hereunder.
14. Time of the Essence; Business Day. Time shall be of the
essence in this Agreement and any Terms Agreement. As used herein, the
term "business day" shall mean any day when the office of the
Commission in Washington, D.C. is normally open for business.
15. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the state of New York.
16. Counterparts. This Agreement and any Terms Agreement
may be executed by any one or more of the parties hereto and thereto in
any number of counterparts, each of which shall be an original, but all
of such respective counterparts shall together constitute one and the
same instrument.
24<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and the acceptance by each of you shall
represent a binding agreement among the Company and each of you.
Very truly yours,
WILLAMETTE INDUSTRIES, INC.
By: _________________________________
Name: J. A. Parsons
Title: Executive Vice President
and Chief Financial
Officer
The foregoing Agreement is hereby
confirmed and accepted as of the
date hereof:
______________________________________
By: _________________________________
Name:
Title:
______________________________________
By: _________________________________
Name:
Title:
25<PAGE>
SCHEDULE I
Distribution Agreement dated ___________________, 19___
Unless otherwise agreed between the Company and such Agent,
the Company agrees to pay any Agent a commission equal to the following
percentage of the principal amount of each Note sold as a result of a
solicitation made by such Agent during the term of the Distribution
Agreement:
<TABLE>
<CAPTION>
Term Commission Rate
<S> <C>
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .675%
From 20 years to 30 years .750%
</TABLE>
<PAGE>
EXHIBIT A
WILLAMETTE INDUSTRIES, INC.
Medium-Term Note Administrative Procedures
______________, 19__
Medium-Term Notes, Series __ (the "Notes"), due from nine
months to thirty years from date of issue are to be offered on a
continuing basis by Willamette Industries, Inc. (the "Company").
____________________ and _____________________ (individually, an
"Agent" and, collectively, the "Agents"), have agreed to solicit
purchases of the Notes. The Agents will not be obligated to purchase
Notes for their own accounts. The Notes are being sold pursuant to a
Distribution Agreement among the Company and the Agents dated
____________, 19__ (the "Distribution Agreement"). The Notes will rank
equally with all other unsecured and unsubordinated debt of the Company
and have been registered with the Securities and Exchange Commission
(the "Commission"). The Chase Manhattan Bank (National Association)
(the "Trustee") is the trustee under the indenture dated as of
January 30, 1993 (the "Indenture"), covering the Notes.
Administrative procedures to be followed during, and the
specific terms of, the solicitation of offers by the Agents and the
sale as a result thereof by the Company are explained below. Part I
describes procedures of general applicability with respect to such
Notes. Part II describes procedures specifically applicable to
Certificated Notes (as defined below). Part III describes procedures
specifically and exclusively applicable (any procedure in Part I to the
contrary notwithstanding) to Book-Entry Notes (as defined below). The
Company will advise each Agent and the Trustee in writing of those
persons handling administrative responsibilities with whom the Agents
and the Trustee are to communicate regarding offers to purchase Notes
and the details of their delivery. To the extent the procedures set
forth below conflict with the provisions of the Notes, the Indenture,
or the Distribution Agreement, the relevant provisions of the Notes,
the Indenture, or the Distribution Agreement shall control.
Each Note will be issued only in fully registered form and
will be initially represented by either a global certificate (a
"Book-Entry Note") delivered to the Trustee, as agent for The
Depository Trust Company (the "Depositary") or a certificate delivered
to a person designated by an Agent (a "Certificated Note").
Pursuant to Sections 301 and 1002 of the Indenture, the
Company has appointed the Trustee as Paying Agent (the "Paying Agent")
for the Notes.
All times referred to herein are New York City time.
1<PAGE>
PART I: PROCEDURES OF GENERAL APPLICABILITY
Maturities: Each Note will mature on a date (the "Maturity
Date") not less than 9 months and not more than
30 years after the Original Issue Date thereof (the
"Settlement Date").
Price to Public: Each Note will be issued at the percentage of
principal amount specified in the Prospectus (as
defined in Section l(a) of the Distribution
Agreement) relating to the Notes (the
"Prospectus").
Currency: The Notes will be denominated in U.S. dollars.
Denominations: The denomination of any Note will be a minimum
$1,000 or any amount in excess thereof that is an
integral multiple of $1,000.
Registration: Notes will be issued only in fully registered form
without coupons.
Interest Payments: Except as set forth in the Note, each Note that is
a Fixed Rate Note, as defined in the Prospectus,
will bear interest from the Original Issue Date of
such Note at the annual rate stated on the face
thereof, payable semiannually on May 15 and
November 15 of each year (each an "Interest Payment
Date") and on the Maturity Date, subject to certain
exceptions, and each Note that is a Floating Rate
Note, as defined in the Prospectus, will bear
interest as determined in the manner set forth on
the face thereof, payable on the dates set forth on
the face thereof. Interest (including payments for
partial periods) on Fixed Rate Notes will be
calculated on the basis of a 360-day year of 12
30-day months. Interest on Floating Rate Notes
will be determined in the manner agreed upon by the
Company and the purchaser thereof in accordance
with the provisions of the Prospectus. The
"Regular Record Date" with respect to any Interest
Payment Date for Floating Rate Notes shall be the
date 15 calendar days immediately preceding such
Interest Payment Date, and for Fixed Rate Notes
shall be the May 1 or November 1 next preceding
such Interest Payment Date, whether or not such
date shall be a Business Day. Notwithstanding the
record date provisions above, interest payable on
the Maturity Date will be payable to the person to
whom the principal shall be payable except if the
Original Issue Date of a Note is between a Regular
Record Date and the Interest Payment Date relating
to such Regular Record Date, or on an Interest
Payment Date, the first interest payment will be
made on the Interest Payment Date following the
next succeeding Regular Record Date to the
registered owner on such Regular Record Date.
2<PAGE>
Procedure for The Company and the Agents will discuss from
Rate Setting time to time the aggregate principal amount of,
and Posting: the issuance price of, and the interest
rates to be borne by, Notes that may be sold as a
result of the solicitation of offers by the Agents.
If the Company decides to establish prices of, and
rates borne by, any Notes to be sold (the
establishment of such prices and rates to be
referred to herein as "posting") or if the Company
decides to change prices or rates previously posted
by it, it will promptly advise the Agents of the
prices and rates to be posted.
Acceptance Unless otherwise agreed between the Company and
of Offers: such Agent, any Agent that receives an offer to
purchase Notes will promptly advise the Company of
each such offer other than offers rejected by such
Agent as provided below. The Company will have
the sole right to accept any such offer to purchase
Notes. The Company may reject any such offer in
whole or in part.
Unless otherwise agreed between the Company and any
Agent, each Agent may, in its discretion reasonably
exercised, reject any offer to purchase Notes
received by it in whole or in part.
Preparation of If any offer to purchase a Note is accepted (in
Pricing Section 3 (a) of the Distribution Agreement) by
Supplement: or on behalf of the Company, the Company, with the
approval of the applicable Agent, will prepare a
Pricing Supplement reflecting the terms of such
Note and will arrange to have such Pricing
Supplement filed with the Commission no later than
the fifth business day after the date it is first
used and will supply at least ten copies thereof
(or additional copies if requested) to the
applicable Agent and one copy to the Trustee not
later than 5:00 p.m. on the Business Day following
the acceptance of such offer, or if the Company and
the Purchaser agree to settle on the date of such
acceptance, not later than 12:00 Noon on such date.
In all respects, the Company will prepare and file
each such Pricing Supplement in accordance with
Rule 424 under the Act.
In each instance that a Pricing Supplement is
prepared, each Agent will affix the Pricing
Supplement to Prospectuses prior to the use of such
Pricing Supplements. Outdated Pricing Supplements,
and the Prospectuses to which they are attached
(other than those retained for files), will be
destroyed.
Suspension of The Company reserves the right, in its sole
Solicitation, discretion, to instruct the Agents to suspend
Amendment or at any time, for any period of time or
Supplement: permanently, the solicitation of offers to purchase
Notes. Upon receipt of instructions from the
Company, the Agents will forthwith suspend solicit-
ation of offers to purchase
3<PAGE>
Notes from the Company until such time as the
Company has advised them that such solicitation may
be resumed.
If the Company decides to amend or supplement the
Registration Statement or the Prospectus (except in
the case of a supplement of one of the types
referred to in the parenthetical phrase in the
first sentence of Section 4(a) of the Distribution
Agreement), it will promptly advise the Agents and
will furnish the Agents with the proposed amendment
or supplement in accordance with the terms of the
Distribution Agreement. After complying with the
first sentence of Section 4(a) of the Distribution
Agreement, the Company will transmit to the
Commission for filing any such supplement to the
Prospectus, provide the Agents with copies of any
such supplement, and confirm to the Agents that
such supplement has been filed with the Commission.
In the event that at the time the Company suspends
solicitation of offers to purchase Notes there
shall be any outstanding offers to purchase Notes
that have been accepted by the Company but for
which settlement has not yet occurred, the Company
will promptly advise the Agents and the Trustee
whether such sales may be settled and will advise
the Agents whether copies of the Prospectus as
supplemented to the time of the suspension may be
delivered in connection with the settlement of such
sales. The Company will have the sole
responsibility for such decision and for any
arrangements that may be made in the event that the
Company determines that such sales may not be
settled or that copies of the Prospectus as so
supplemented may not be so delivered.
Delivery Each Agent shall, for each offer to purchase a
of Prospectus: Note that is solicited by such Agent and accepted
by the Company, deliver a copy of the Prospectus as
most recently amended or supplemented with the
earlier of the delivery of the confirmation of sale
(including, in the case of a Book-Entry Note, the
confirmation through the Depositary's Institutional
Delivery System) or the Note or any written offer
of a Note to the purchaser thereof or such
purchaser's agent.
Confirmation: For each offer to purchase a Note solicited by any
Agent and accepted by the Company, such Agent will
issue a confirmation to the purchaser, with a copy
to the Company, setting forth the details set forth
above and delivery and payment instructions.
Authenticity of The Company will cause the Trustee to furnish
Signatures: each Agent from time to time with the specimen
signatures of each of the Trustee's officers,
employees, or agents who have been authorized by
the Trustee to authenticate Notes, but each Agent
will have no obligation or liability to
4<PAGE>
the Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee, or agent of the Company or the Trustee on
any Note.
Payment of Each Agent shall forward to the Company, from
Expenses: time to time (but not more often than monthly), a
statement of the out-of-pocket expenses incurred by
such Agent during the related period that are
reimbursable to it pursuant to the terms of the
Distribution Agreement. The Company will promptly
remit payment to such Agent.
Advertising The Company will determine with each Agent the
Costs: amount of advertising, if any, that may be
appropriate in soliciting offers to purchase the
Notes. Advertising expenses will be paid by the
Company.
Settlement: The Settlement Date with respect to any offer to
purchase Notes accepted by or on behalf of the
Company will be a date on or before the fifth day
that is a Business Day next succeeding the date of
acceptance unless otherwise agreed by the purchaser
and the Company and shall be specified upon
acceptance of such offer. The term "Business Day"
means each Monday, Tuesday, Wednesday, Thursday,
and Friday that is not a day on which banking
institutions in The City of New York are authorized
or obligated by law or executive order to close.
PART II: PROCEDURE APPLICABLE TO CERTIFICATED NOTES
Interest: Except as otherwise agreed with a Holder, interest
on the Certificated Notes will be paid by mailing a
check to the Holder at the address of such Holder
appearing on the Security Register (as defined in
the Indenture). Within ten days following each
Record Date, the Trustee will inform the Company of
the total amount of the interest payments to be
made by the Company on the next succeeding Interest
Payment Date. The Trustee will provide monthly to
the Company a list of the principal and interest to
be paid on Certificated Notes maturing in the next
succeeding month.
Details for For each offer to purchase a Certificated Note
Settlement: received by any Agent and accepted pursuant to the
terms of the Distribution Agreement, such Agent
will provide (unless provided by the purchaser
directly to the Company) by telex, telecopy, or
other means acceptable to the Company the following
information (to the extent applicable) to the Company:
1. Exact name of registered owner.
5<PAGE>
2. Exact address of registered owner and address
for payment of principal and interest.
3. Taxpayer identification number of registered
owner (if available).
4. Principal amount of such Note.
5. Interest rate or interest rate basis.
6. Index Maturity, Initial Interest Rate, Maximum
Interest Rate, Minimum Interest Rate, Interest
Reset Dates, Interest Payment Dates, Interest
Reset Period, and Spread or Spread Multiplier.
7. Issue price of such Note.
8. Settlement Date.
9. Stated maturity date.
10. Whether such Note can be redeemed prior to
stated maturity and the terms of redemption.
11. Agent's commission to be paid in the form of a
discount upon settlement.
12. Net proceeds to the Company.
13. If issued with original issue discount
("OID"), the total amount of OID, the yield to
stated maturity, and the initial accrual
period OID.
Such Agent will advise the Company of the foregoing
information (unless provided by the purchaser
directly to the Company) for each offer to purchase
a Certificated Note solicited by such Agent and
accepted by the Company in time for the Trustee to
prepare and authenticate the required Certificated
Note. Before accepting any offer to purchase a
Certificated Note to be settled in less than three
Business Days, the Company shall verify that the
Trustee will have adequate time to prepare and
authenticate such Note.
After receiving from such Agent the details for
each offer to purchase a Certificated Note, the
Company will, after recording the details and any
necessary calculations, provide appropriate
documentation to the Trustee by telex, telecopy, or
other means acceptable to the Trustee, including
the information provided by such Agent necessary
for the preparation and authentication of such
Note. Prior to preparing such Note for delivery
(but in any case no later than 11:00 a.m. on the
Business Day next preceding the Settlement Date
therefor), the Trustee may confirm the details of
such issue with such Agent by telephone.
Note Deliveries Upon receipt of appropriate documentation and
and Cash Payment: instructions, the Company will cause the Trustee to
prepare and authenticate the preprinted 4-ply Note
packet containing the following documents in forms
approved by the Company, the Agents, and the
Trustee:
6<PAGE>
1. Note with customer confirmation.
2. Stub 1--For the applicable Agent.
3. Stub 2--For the Company.
4. Stub 3--For the Trustee.
Each Certificated Note shall be authenticated on or
before the Settlement Date therefor. The Trustee
will authenticate each Certificated Note and
deliver it to such Agent prior to 2:15 p.m. on the
Settlement Date (and deliver the stubs as indicated
above), all in accordance with written instructions
(which may be in the form of telex or telecopy)
from the Company. Such Agent shall acknowledge
receipt of such Certificated Note by completing
Stub 3 and returning it to the Trustee.
Upon verification by such Agent that such
Certificated Note has been prepared and properly
authenticated by the Trustee and registered in the
name of the purchaser in the proper principal
amount, such Agent shall pay on the Settlement Date
the issue price of such Certificated Note, less
such Agent's Commission, directly to the Company in
immediately available funds. Such payment shall
be made by wire transfer to First Interstate Bank
of Oregon, ABA Number 12300123, for the account of
Willamette Industries, Inc., Account Number
003-000013-2 or such other account as the Company
shall designate to such Agent in writing. Such
payment shall be made only upon prior receipt by
such Agent of immediately available funds from or
on behalf of the purchaser unless such Agent
decides, at its option, to advance its own funds
for such payment against subsequent receipt of
funds from the purchaser.
Upon delivery of a Certificated Note to such Agent
and payment to the Company, such Agent shall
promptly deliver such Note to the purchaser and
shall return Stub 2 (with the receipt thereon
completed) to the Company.
In the event any Certificated Note is incorrectly
prepared, the Trustee shall promptly issue a
replacement Certificated Note in exchange for the
incorrectly prepared Certificated Note.
Fails: If the purchaser of a Certificated Note shall fail
to make payment therefor on the Settlement Date,
such Agent will promptly notify the Trustee and the
Company by telephone, promptly confirmed in writing
(but no later than the next Business Day). In such
event, the Company shall promptly provide the
Trustee with appropriate documentation and
instructions consistent with these procedures for
the return of the Certificated Note to the Trustee
and such Agent will promptly return the
Certificated Note to the Trustee. If such
7<PAGE>
Agent, at its own option, has advanced its own
funds for payment against subsequent receipt of
funds from the purchaser, then upon (i)
confirmation from the Trustee in writing (which may
be given by telex or telecopy) that the Trustee has
received the Certificated Note and upon (ii)
confirmation from such Agent in writing (which may
be given by telex or telecopy) that such Agent has
not received payment from the purchaser (the
matters referred to in clauses (i) and (ii) are
referred to hereinafter as the "Confirmations"),
the Company will promptly pay to such Agent an
amount in immediately available funds equal to the
amount previously paid by such Agent in respect of
such Certificated Note.
Assuming receipt of the Certificated Note by the
Trustee and of the Confirmations by the Company,
such payment will be made on the Settlement Date,
if reasonably practical, and in any event not later
than the Business Day following the date of receipt
of the Certificated Note and Confirmations. If a
purchaser shall fail to make payment for the
Certificated Note for any reason other than the
failure of such Agent to provide the necessary
information to the Company as described above for
settlement or to provide a confirmation to the
purchaser within a reasonable period of time as
described above or otherwise to satisfy its
obligation hereunder or in the Distribution
Agreement, and if such Agent shall have otherwise
complied with its obligations hereunder and in the
Distribution Agreement, the Company will reimburse
such Agent on an equitable basis for its loss of
the use of funds during the period when they were
credited to the account of the Company.
Immediately upon receipt of the Certificated Note
in respect of which the fail occurred, the Trustee
will void said Note, make appropriate entries in
its records and destroy the Certificated Note; and
upon such action, the Certificated Note will be
deemed not to have been issued, authenticated, and
delivered.
Trustee Not to Nothing herein shall be deemed to require the
Risk Funds: Trustee to risk or expend its own funds in
connection with any payment to the Company, or any
Agent or the purchaser, it being understood by all
parties that any payments that may be made by the
Trustee to either the Company or any Agent shall be
made only to the extent that funds are provided to
the Trustee for such purpose.
PART III: PROCEDURES APPLICABLE TO BOOK-ENTRY NOTES
In connection with the qualification of Book-Entry Notes for
eligibility in the book-entry system maintained by the Depositary, the
Trustee will perform the custodial, document control and administrative
functions described below, in accordance with its obligation under a
Letter of Representations from the
8<PAGE>
Company and the Trustee, to the Depositary, dated ____________, 1994,
and a Medium-Term Note Certificate Agreement dated March 10, 1989,
between the Trustee and the Depositary (the "Certificate Agreement"),
and the obligations of the Trustee as a participant in the Depositary,
including the Depositary's Same-Day Funds Settlement System ("SDFS").
It is understood that the ownership interests of purchasers of
Book-Entry Notes will be credited to the book-entry accounts of one or
more participants in the Depositary (each a "Participant") in
accordance with the Depositary's customary practices and reflected in
the records of such Participants or one or more indirect participants
in the Depositary designated by such purchasers in accordance with the
arrangements between such purchasers and such Participants and indirect
participants.
Issuance: All Fixed Rate Notes that are Book-Entry Notes and
have the same original issue date, redemption
provisions, Interest Payment Dates, interest rate,
Interest Payment Periods, and stated maturity
(collectively, the "Fixed Rate Terms") will be
represented initially by a single global
certificate in fully registered form without
coupons; and all Floating Rate Notes that are
Book-Entry Notes and have the same original issue
date, redemption provisions, Interest Payment
Dates, Interest Reset Dates, Interest Reset
Periods, Interest Payment Periods, Initial Interest
Rate, Index Maturity, Spread, or Spread Multiplier,
if any, Minimum Interest Rate, if any, Maximum
Interest Rate, if any, and stated maturity
(collectively, the "Floating Rate Terms") will be
represented initially by a single global
certificate in fully registered form without
coupons.
Identification: The Trustee has arranged with the CUSIP Service
Bureau of Standard & Poor's Corporation (the "CUSIP
Service Bureau") for the reservation of
approximately 900 CUSIP numbers that have been
reserved for future assignment and relating to
Book-Entry Notes, and the Trustee has delivered to
the Company and the Depositary such list of such
CUSIP numbers. The Trustee will assign CUSIP
numbers to Book-Entry Notes as described below
under Settlement Procedure B and shall promptly
notify the Agents of such CUSIP numbers. The
Depositary will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that the Trustee
has assigned to Book-Entry Notes. The Trustee
will notify the Company at any time when fewer than
100 of the reserved CUSIP numbers remain unassigned
to Book-Entry Notes, and, if it deems necessary,
the Trustee will reserve additional CUSIP numbers
for assignment to Book-Entry Notes. Upon
obtaining such additional CUSIP numbers, the
Trustee will deliver a list of such additional
numbers to the Company and the Depositary.
Book-Entry Notes having an aggregate principal
amount in excess of $150,000,000 and otherwise
required to be represented by the same global
certificate will instead be represented by two or
more global certificates which shall all be
assigned the same CUSIP number.
9<PAGE>
Registration: Each Book-Entry Note will be registered in the name
of Cede & Co., as nominee for the Depositary, on
the Security Register maintained by the Trustee
under the Indenture. On the first Business Day of
each month, the Trustee will deliver to the Company
a written statement indicating the total principal
amount of Outstanding Book-Entry Notes as of the
immediately preceding Business Day.
Transfers: Transfers of interests in a Book-Entry Note will be
effected in accordance with arrangements in effect
between Participants (and in certain cases, one or
more indirect participants in the Depositary) and
the beneficial transferors and the beneficial
transferees of such Book-Entry Note, and the
interests of Participants therein will be reflected
as appropriate by book entries made by the
Depositary.
Exchanges: The Trustee may deliver to the Depositary and the
CUSIP Service Bureau at any time a written notice
specifying (a) the CUSIP numbers of two or more
Book-Entry Notes (i) having the same Fixed Rate
Terms or Floating Rate Terms, as the case may be
(except that original issue dates and, in the case
of Floating Rate Terms, initial interest rate need
not be the same), (ii) for which interest (if any)
has been paid to the same date, and (iii) which
otherwise constitute Notes of the same series and
tenor under the Indenture; (b) a date, occurring at
least 30 days after such written notice is
delivered and at least 30 days before the next
Interest Payment Date (if any) for such Book-Entry
Notes, on which such Book-Entry Notes shall be
exchanged for a single replacement Book-Entry Note;
and (c) a new CUSIP number, obtained from the
Company, to be assigned to such replacement
Book-Entry Note. Upon receipt of such a notice,
the Depositary will send to its participants
including the Trustee) a written reorganization
notice to the effect that such exchange will occur
on such date. Prior to the specified exchange
date, the Trustee will deliver to the CUSIP Service
Bureau a written notice setting forth such exchange
date and the new CUSIP number and stating that, as
of such exchange date, the CUSIP numbers of the
Book-Entry Notes to be exchanged will no longer be
valid. On the specified exchange date, the Trustee
will exchange such Book-Entry Notes for a single
Book-Entry Note authenticated by the Trustee and
bearing the new CUSIP number, and the CUSIP numbers
of the exchanged Book-Entry Notes will, in
accordance with CUSIP Service Bureau procedures, be
retired and not reassigned. Notwithstanding the
foregoing, if the Book-Entry Notes to be exchanged
exceed $150,000,000 in aggregate principal amount,
one replacement Book-Entry Note will be
authenticated and issued to represent each
$150,000,000 of principal amount of the exchanged
Book-Entry Notes and an additional
10<PAGE>
Book-Entry Note will be authenticated and issued to
represent any remaining principal amount of such
Book-Entry Notes (see "Denominations" below).
Denominations: Book-Entry Notes shall be in minimum denominations
of $1,000 and any larger denomination which is an
integral multiple of $1,000.
Interest: General. The Depositary will arrange for each
pending deposit message described under Settlement
Procedure C below to be transmitted to Standard &
Poor's Corporation, which will use the message to
include certain information regarding the related
Book-Entry Notes in the appropriate daily bond
report published by Standard & Poor's Corporation.
Notice of Interest Payments and Regular Record
Dates. On the first Business Day of January,
April, July, and October of each year, the Trustee
will deliver to the Company and to the Dividend
Department of the Depositary a written list of
Regular Record Dates and Interest Payment Dates
that will occur during the six-month period
beginning on such first Business Day with respect
to Book-Entry Notes that are Floating Rate Notes.
Promptly after each Interest Determination Date for
Book-Entry Notes that are Floating Rate Notes, the
Trustee will notify Standard & Poor's Corporation
of the interest rates determined on such Interest
Determination Date.
Payments of Payments of Interest Only. Promptly after each
Principal Regular Record Date, the Trustee will deliver
and Interest: to the Company and to the Dividend Department of
the Depositary a written notice specifying by CUSIP
number the amount of interest (if any) to be paid
on each Book-Entry Note on the following Interest
Payment Date (other than an Interest Payment Date
coinciding with the Maturity of such Note) and the
total of such amounts. The Depositary will confirm
the amount payable (if any) on each Book-Entry Note
on such Interest Payment Date by reference to the
daily bond reports published by Standard & Poor's
Corporation. On such Interest Payment Date, the
Company will pay to the Trustee, and the Trustee in
turn will pay to the Depositary, such total amount
of interest due (other than at Maturity of such
Note), at the times and in the manner set forth
below under "Manner of Payment."
Payments at Maturity. On or about the first
Business Day of each month, the Trustee will
deliver to the Company and to the Depositary a
written list of principal, premium, if any, and
interest to be paid on each Book-Entry Note
maturing either at stated maturity or on a
Redemption Date ("Maturity") in the following
month. The Trustee, the Company, and the
Depositary will confirm the amounts of such
11<PAGE>
principal, premium, if any, and interest payments
with respect to each such Book-Entry Note on or
about the fifth Business Day preceding the Maturity
of such Book-Entry Note. At such Maturity, the
Company will pay to the Trustee, and the Trustee in
turn will pay to the Depositary, the principal
amount of such Book-Entry Note, together with
premium, if any, and interest due at such Maturity,
at the times and in the manner set forth below
under "Manner of Payment." Promptly after payment
to the Depositary of the principal, premium, if
any, and interest due at the Maturity of a
Book-Entry Note, the Trustee will cancel such
Book-Entry Note.
Manner of Payment. The total amount of any
principal, premium, and interest due on Book-Entry
Notes on any Interest Payment Date or at Maturity
shall be paid by the Company to the Trustee, in
funds immediately available for use by the Trustee
as of 9:30 a.m., on such date. The Company will
make such payment on such Book-Entry Notes by wire
transfer to the Trustee or by instructing the
Trustee to withdraw funds from an account
maintained by the Company at the Trustee. The
Company will confirm such instructions in writing
to the Trustee. Prior to 10:00 a.m. on each
Maturity Date or as soon as possible thereafter,
the Trustee will pay by separate wire transfer
(using Fedwire message entry instructions in a form
previously specified by the Depositary) to an
account at the Federal Reserve Bank of New York
previously specified by the Depositary, in funds
available for immediate use by the Depositary, each
payment of principal, premium, if any, and interest
due on Book-Entry Notes on such date; and as to
other interest payments, the Trustee will pay the
Depositary in same-day funds on the Interest
Payment Date in accordance with existing
arrangements between the Trustee and the
Depositary. Thereafter on each such date, the
Depositary will pay, in accordance with its SDFS
operating procedures then in effect, such amounts
in funds available for immediate use to the
respective Participants in whose names such
Book-Entry Notes are recorded in the book-entry
system maintained by the Depositary. Once payment
has been made to the Depositary, neither the
Company nor the Trustee shall have any
responsibility or liability for the payment by the
Depositary of the principal of, or premium, if any,
or interest on, the Book-Entry Notes to such
Participants.
Settlement Settlement Procedures with regard to each
Procedures: Book-Entry Note sold by each Agent, as agent of the
Company, will be as follows:
A. After the acceptance of an offer by the
Company with respect to a Book Entry Note, the
Agent or Purchaser, as the case may be, will
communicate the following details
12<PAGE>
(to the extent applicable) of the terms of
such offer (the "Book Entry Sale Information")
to the Company by telephone confirmed in
writing or by facsimile transmission or other
acceptable written means:
1. Exact name of registered owner.
2. Exact address of registered owner and
address or payment of principal and
interest.
3. Taxpayer identification number of
registered owner (if available).
4. Principal amount of such Note.
5. Interest rate or interest rate basis.
6. Index Maturity, Initial Interest Rate,
Maximum Interest Rate, Minimum Interest
Rate, Interest Reset Dates, Interest
Payment Dates, Interest Reset Period, and
Spread or Spread Multiplier.
7. Issue price of such Note.
8. Settlement Date.
9. Stated maturity date.
10. Whether such Note can be redeemed, prior
to stated maturity and the terms of
redemption.
11. Agent's commission to be paid in the form
of a discount upon settlement.
12. Net proceeds to the Company.
13. If issued with OID, the total amount of
OID, the yield to stated maturity, and
the initial accrual period OID.
B. Upon receiving the Book-Entry Sale Information
from the Agent or the Purchaser, as the case
may be, the Company will advise the Trustee by
telephone (and will provide appropriate
confirming documentation to the Trustee by
telex, telecopy, or other means acceptable to
the Trustee) of the Book-Entry Sale
Information received from the Agent or the
Purchaser, as the case may be, and the name of
such Agent.
C. The Trustee will assign a CUSIP number to the
Book-Entry Note and will communicate to the
Depositary, such Agent, Standard & Poor's
Corporation and Interactive Data Corporation,
through the Depositary's Participant Terminal
System, a pending deposit message (the form of
which has been previously furnished by the
Trustee) specifying the following settlement
information:
1. The Book-Entry Sale Information.
2. Identification numbers of the participant
accounts maintained by the Depositary on
behalf of the Trustee and such Agent
3. Identification as a Fixed Rate Note or
Floating Rate Note.
13<PAGE>
4. Initial Interest Payment Date for such
Note, number of days by which such date
succeeds the related record date for
Depositary purposes (or, in the case of
Floating Rate Notes that reset daily or
weekly, the date five calendar days
preceding such Initial Interest Payment
Date) and, if then calculable, the amount
of interest payable on such Initial
Interest Payment Date (which amount shall
have been confirmed by the Trustee) .
5. CUSIP number of the Book-Entry Note.
6. Whether the global certificate for such
Book-Entry Note will represent any other
Book-Entry Notes issued or to be issued
(to the extent then known).
7. The frequency of interest payments on
such Book-Entry Note.
D. The Company will complete and deliver to the
Trustee a Book-Entry Note, and the Company
will instruct the Trustee by facsimile trans-
mission or other acceptable written means to
authenticate such Book-Entry Note, to register
such Book-Entry Note in the name of Cede &
Co., as nominee of the Depositary, and to
effect delivery thereof to the Depositary by
the Trustee's possession of such authenticated
Book-Entry Note as agent for the Depositary;
and the Trustee will complete such Book-Entry
Note, if necessary, and authenticate such
Book-Entry Note.
E. The Depositary will credit such Book-Entry
Note to the participant account of the Trustee
maintained by the Depositary.
F. The Trustee will enter an SDFS deliver order
through the Depositary's Participant Terminal
System instructing the Depositary (i) to debit
such Book-Entry Note to the Trustee's
participant account and credit such Book-Entry
Note to the participant account of the Agent
or the Purchaser, as the case may be,
maintained by the Depositary and (ii) to debit
the settlement account of the Agent or the
Purchaser, as the case may be, and credit the
settlement account of the Trustee maintained
by the Depositary, in an amount equal to the
price of such Book-Entry Note less such
Agent's commission or Purchaser's discount, as
the case may be. Any entry of such a deliver
order shall be deemed to constitute a
confirmation by the Trustee to the Depositary
that (i) the Book-Entry Note has been issued
and authenticated and (ii) the Trustee is
holding such Book-Entry Note as agent of the
Depositary pursuant to the Certificate
Agreement.
G. The Agent or the Purchaser, as the case may
be, will enter an SDFS deliver instruction
through the Depositary's
14<PAGE>
Participant Terminal System instructing the
Depositary (i) to debit such Book-Entry Note,
or portion thereof, to the participant account
of such Agent or Purchaser and credit such
Book-Entry Note, or portion thereof, to the
participant account of the Participants
maintained by the Depositary and (ii) to debit
the settlement accounts of such Participants
and credit the settlement account of such
Agent or Purchaser maintained by the
Depositary in an amount equal to the price of
such Book-Entry Note.
H. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures F and G will be settled in
accordance with SDFS operating procedures in
effect on the Settlement Date.
I. The Trustee will wire transfer to First
Interstate Bank of Oregon, ABA
Number 12300123, for the account of Willamette
Industries, Inc., Account Number 003-000013-2,
or such other account as the Company shall
designate to the Trustee in writing, funds
available for immediate use in the amount
transferred to the Trustee in accordance with
Settlement Procedure F.
J. The Trustee will, at the request of the
Company, send a copy of the Book-Entry Note by
first-class mail to the Company together with
a statement setting forth the principal amount
of Notes Outstanding and of Book-Entry Notes
Outstanding as of the related Settlement Date
after giving effect to such transaction and
all other offers to purchase Notes of which
the Company has advised the Trustee but that
have not yet been settled.
K. The Agent or the Purchaser, as the case may
be, will confirm the purchase of such
Book-Entry Note to the purchaser either by
transmitting to the Participants with respect
to such Book-Entry Note a confirmation order
through the Depositary's Participant Terminal
System or by mailing written confirmation to
such purchaser.
L. Notwithstanding the foregoing, the Agent shall
in all cases take the actions described under
the captions "Delivery of Prospectus" and
"Confirmation" in Part I of these
Administrative Procedures, at the time or
times specified under such captions for such
actions.
Settlement For orders of Book-Entry Notes accepted by the
Procedures Company, Settlement Procedures "A" through "L"
Timetable: set forth above shall be completed as soon as
possible but not later than the respective times
set forth below:
15<PAGE>
Settlement
Procedure: Time
A 11:00 a.m. on the trade date
B 12:00 Noon on the trade date
C 2:00 p.m. on the trade date
D 3:00 p.m. on the Business Day before Settlement
Date by the Company and 9:00 a.m. on the Settlement
Date by the Trustee
E 10:00 a.m. on Settlement Date
F-G 2:00 p.m. on Settlement Date
H 4:45 p.m. on Settlement Date
I-L 5:00 p.m. on Settlement Date
If a sale is to be settled more than one Business
Day after the trade date, Settlement Procedures A,
B, and C may, if necessary, be completed at any
time prior to the specified times on the first
Business Day after the trade date. In connection
with a sale that is to be settled more than one
Business Day after the trade date, if the Initial
Interest Rate for a Floating Rate Note is not known
at the time that Settlement Procedure A is
completed, Settlement Procedures B and C shall be
completed as soon as such rates have been
determined, but no later than 11:00 a.m. and 2:00
p.m., respectively, on the second Business Day
before the Settlement Date. Settlement Procedure H
is subject to extension of Fedwire closing
deadlines, and in the other events specified in the
SDFS operating procedures in effect on the
Settlement Date.
If settlement of a Book-Entry Note is rescheduled
or canceled, the Company will as soon as
practicable give the Trustee notice to such effect.
The Trustee will deliver to the Depositary, through
the Depositary's Participant Terminal System, a
cancellation message (the form of which has been
previously furnished to the Trustee by the
Depositary) to such effect by no later than 2:00
p.m. on the Business Day immediately preceding the
scheduled Settlement Date (provided the Trustee
received such notice from the Company by noon on
the Business Day immediately preceding the
Settlement Date) and in any case as soon as
practicable. A copy of such message will be routed
through the facilities of the Depositary to the
Agent and Standard & Poor's Corporation.
Fails: If the Trustee fails to enter in timely fashion an
SDFS deliver order with respect to any portion of a
Book-Entry Note pursuant to Settlement Procedure F,
or if the Agent or the Purchaser, as the case may
be, fails to enter in timely fashion an SDFS
deliver order with respect to such Book-Entry Note
pursuant to
16<PAGE>
Settlement Procedure G, the Trustee may deliver to
the Depositary, through the Depositary's
Participant Terminal System, as soon as practicable
a withdrawal message (the form of which has been
previously furnished to the Trustee by the
Depositary) instructing the Depositary to debit
such Book-Entry Note to the participant account of
the Trustee maintained at the Depositary. A copy
of such message will be routed through the
facilities of the Depositary to such Agent or
Purchaser. The Depositary will process the
withdrawal message, provided that such participant
account contains Book-Entry Notes having the same
Fixed Rate Terms or Floating Rate Terms as the case
may be, having an aggregate principal amount that
is at least equal to the principal amount to be
debited. If withdrawal messages are processed with
respect to all the Book-Entry Notes represented by
a particular global certificate, the Trustee will
cancel immediately such global certificate, make
appropriate entries in its records and, unless
otherwise instructed by the Company, destroy the
global certificate. The CUSIP number assigned to
such global certificate shall, in accordance with
CUSIP Service Bureau procedures, be retired and not
reassigned. If withdrawal messages are processed
with respect to only a portion of the Book-Entry
Notes represented by a particular global
certificate, the Trustee will exchange such global
certificate for two global certificates
authenticated by the Trustee, one of which shall
represent the Book-Entry Notes for which withdrawal
messages are processed and shall be canceled by the
Trustee and destroyed immediately after issuance,
and the other of which shall represent the other
Book-Entry Notes previously represented by the
surrendered global certificate and shall bear the
CUSIP number of the surrendered global certificate.
The Company will reimburse such Agent on an
equitable basis for its loss of the use of funds
during any period when the funds were credited to
the account of the Company in connection with such
attempted settlement.
If the purchase price for any Book-Entry Note is
not timely paid to the Participants with respect to
such Note by the beneficial purchaser thereof or by
a person, including an indirect participant in the
Depositary, acting on behalf of such purchaser
(other than the Purchaser, if any), such
Participants and, in turn, the Agent or the
Purchaser, as the case may be, may enter SDFS
deliver orders through the Depositary's Participant
Terminal System reversing the orders entered
pursuant to Settlement Procedures F and G,
respectively. Immediately thereafter, the Trustee
will deliver the withdrawal message and take the
related actions described in the preceding
paragraph. The Company will reimburse such Agent
on an equitable basis for its loss of the use of
funds during any period when the funds
17<PAGE>
were credited to the account of the Company in
connection with such attempted settlement.
Notwithstanding the foregoing, upon any failure to
settle with respect to any portion of a Book-Entry
Note, the Depositary may take any actions in
accordance with its SDFS operating procedures then
in effect. In the event of a failure to settle
with respect to any portion of a Book-Entry Note
that was to have been represented by a global
certificate also representing other Book-Entry
Notes, the Trustee will provide, in accordance with
Settlement Procedures D and E, for the
authentication and issuance of a global certificate
representing the remaining principal amount to have
been represented by such global certificate and
will make appropriate entries in its records.
Trustee Not to Nothing herein will be deemed to require the
Risk Funds: Trustee to risk or expend its own funds in
connection with any payment to the Company, the
Agents or the Depositary, it being understood by
all parties that payments made by the Trustee to
any party will be made only to theextent that funds
are provided to the Trustee for such purpose.
18<PAGE>
EXHIBIT B
WILLAMETTE INDUSTRIES, INC.
Medium-Term Notes, Series __
Due from 9 Months to 30 Years from Date of Issue
TERMS AGREEMENT
_________________, 19__
Willamette Industries, Inc.
3800 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
Attention: Secretary
Subject in all respects to the terms and conditions
of the Distribution Agreement dated ____________, 19___, among
_____________________ and __________________________ and you (the
"Agreement") the undersigned agrees to purchase the following Notes of
Willamette Industries, Inc.:
Aggregate Principal Amount:
Stated Maturity:
Redemption terms:
Purchase price (including
accrued interest or amortization if applicable):
Interest:
Rate if fixed rate:
Terms if floating rate:
Initial interest rate:
Interest rate basis (CD, Commercial Paper, Federal Funds, LIBOR
(Reuters or Telerate), Prime, Treasury):
1<PAGE>
Index Maturity:
Maximum and minimum interest rate limitations, if any:
Spread, if any:
Spread multiplier, if any:
Interest reset dates:
Interest reset period:
Interest payment period:
Interest payment dates:
Calculation agent:
Closing date, time and location:
Type of funds for payment:
Period during which debt securities
of the Company may not be offered or
sold pursuant to Section 4(l) of the
Agreement:
Modification, if any, in the requirements to deliver
the documents specified in Section 6(b) of the Agreement
(including, without limitation, opinions in addition to those
specified in clause (ii) thereof as to the qualification of the
Company as a foreign corporation in certain jurisdictions and
that the issuance of such Notes will not violate any agreement of
the Company):
Other terms:
Very truly yours,
By:_______________________ and/or By:_______________________
Name: Name:
Title: Title:
Accepted and agreed to:
WILLAMETTE INDUSTRIES, INC.
By: ______________________
Name:
Title:
2<PAGE>
<PAGE>
Exhibit 4.4
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]*
REGISTERED PRINCIPAL AMOUNT
No. ____ $
CUSIP:
WILLAMETTE INDUSTRIES, INC.
MEDIUM-TERM NOTE, SERIES ___
(Fixed Rate)
INTEREST RATE: ORIGINAL ISSUE DATE:
MATURITY DATE: INITIAL REDEMPTION DATE:
If applicable as indicated above, (i) the Optional Redemption
Price will initially be _______ percent of the principal amount of this
Note to be redeemed declining at each anniversary of the Initial
Redemption Date shown above by _________ percent of the principal
amount to be redeemed until the Optional Redemption Price is
100 percent of such principal amount and (ii) this Note may be redeemed
either in whole or from time to time in part except if the following
box is marked, this Note may be redeemed in whole only ___.
WILLAMETTE INDUSTRIES, INC., an Oregon corporation (herein called
the "Company," which term includes any successor corporation under the
Indenture referred to herein), for value received, hereby promises to
pay to
or registered assigns, the principal sum of
DOLLARS on the Maturity Date shown above, and to pay interest thereon
at the rate per annum shown above (computed on the basis of a 360-day
year of twelve 30-day months) until the principal hereof is paid or
made available for payment. The Company will pay interest semiannually
on May 15 and November 15 commencing with the May 15 or November 15
immediately following the Original Issue Date shown above, and on the
Maturity Date shown above. Interest on this Note will accrue from the
most recent date to which interest has been paid or duly provided for,
or, if no interest has been paid or duly provided for, from the
Original Issue Date shown above. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will
be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the May 1 or
November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date and interest payable at Maturity
shall be payable to the Person to whom the principal hereof is payable,
except if the Original Issue Date of this Note is between a Regular
Record Date and the Interest Payment Date relating to such Regular
Record Date, or on an Interest Payment Date, the first interest payment
on this Note will be made on the Interest Payment Date following the
next succeeding Regular Record Date to the Holder on such Regular
Record Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to
Holder of this Note not less than ten days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
the Notes of the series shown above may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture. Payment of principal, premium (if any) and interest payable
at Maturity of this Note will be made in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts at the Corporate Trust Office of
the Trustee in the Borough of Manhattan, the City of New York, New
York, and will be made in immediately available funds if this Note is
presented in time for the Trustee, as Paying Agent, to make such
payment in accordance with its normal procedures. Unless otherwise
agreed between the Holder and the Company, payment of interest on this
Note due on any other Interest Payment Date will be made in such coin
or currency by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been manually
executed by the Trustee or Authenticating Agent referred to in said
Indenture, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.
Dated: WILLAMETTE INDUSTRIES, INC.
CERTIFICATE OF AUTHENTICATION By
This is one of the Securities of the
series designated herein referred to President
in the within mentioned Indenture.
THE CHASE MANHATTAN BANK
(National Association) as Trustee Attest:
Secretary
By
Authorized Officer
*The bracketed legend will appear only on certificates issued to the
specified holder.
<PAGE>
This Note is one of a duly authorized issue of Securities of the
Company, issued and to be issued in one or more series under an
Indenture, dated as of January 30, 1993 (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank
(National Association), as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights,
duties, and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Note is one of
the series of the Securities designated as the Medium-Term Notes of the
series designated on the face hereof (herein called the "Notes"). The
Notes may bear different dates and mature at different times, may bear
interest at different rates and may otherwise vary, all as provided in
the Indenture.
If an Event of Default with respect to the Notes shall occur and
be continuing, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series under the Indenture to be affected at any
time by the Company and the Trustee with the consent of the Holders of
a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of
the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of,
premium (if any) and interest on this Note at the times, place, and
rate, and in the coin or currency, herein prescribed; subject, however,
to the provisions for the discharge of the Company from its obligation
under the Notes upon satisfaction of the conditions set forth in the
Indenture.
As provided in the Indenture, the Company may elect to defease
and (a) be discharged from all obligations in respect of the Notes
(except for certain obligations to register the transfer or exchange of
the Notes, to replace mutilated, destroyed or stolen Notes, to maintain
paying agencies and to hold moneys in trust) or (b) be released from
its obligations with respect to the Notes under certain restrictive
covenants of the Indenture, in each case if the Company deposits, in
trust, with the Trustee money and/or Government Obligations, which
through the payment of interest and principal thereon in accordance
with their terms will provide money sufficient, without reinvestment,
to pay the principal of and interest on the Notes. The Indenture
provides that such a trust may only be established if (i) no Event of
Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Notes shall
have occurred and be continuing, (ii) the Company shall have delivered
an Opinion of Counsel to the effect that the Holders will not recognize
income, gain or loss for federal income tax purposes as a result of
such defeasance and will be subject to federal income tax on the same
amounts, in the same manner, and at the same times as if such
defeasance had not occurred, and (iii) certain other conditions are
satisfied.
This Note may be redeemed at the option of the Company on any
date on or after the Initial Redemption Date, if any, specified on the
first page hereof, and prior to the Maturity Date specified on the
first page hereof, upon mailing a notice of such redemption not less
than 30 nor more than 60 days prior to the date fixed for redemption to
the Holder of this Note at such Holder's address appearing in the
Security Register, all as provided in the Indenture, at the Optional
Redemption Prices, if any, specified on the first page hereof
(expressed in percentages of the principal amount) together in each
case, with accrued interest to the date fixed for redemption. As
provided in the Indenture, if less than all of the Notes are to be
redeemed, the Trustee shall select by such method as the Trustee shall
deem fair and appropriate, from Notes that are subject to redemption
pursuant to the terms thereof, the Note or Notes, or portion or
portions thereof, to be redeemed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the
Security Register upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the
principal of, premium (if any) and interest on this Note are payable,
duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized
denominations, of like tenor and for the same aggregate principal
amount will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject
to certain limitations therein set forth, at the option of the Holder,
this Note may be exchanged for other Notes of any authorized
denomination, of like tenor and of like aggregate principal amount,
upon surrender of this Note.
This Note is a Global Note and shall be exchangeable for Notes
registered in the name of, and a transfer of this Global Note may be
registered to, any Person other than the Depository for this Global
Note or its nominee only if permitted by the Indenture.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
2<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto
(Please insert social security
or other identifying number
of assignee)
____________________
[__________________]_________________________________________
_____________________________________________________________
(Please print or typewrite name and address, including
zip code of assignee)
_____________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
______________________________________________________ attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Note in every particular,
without alteration or enlargement or
any change whatever.
3<PAGE>
<PAGE>
Exhibit 4.5
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]*
<TABLE>
<CAPTION>
<S> <C> <C>
REGISTERED WILLAMETTE INDUSTRIES, INC. Principal
MEDIUM-TERM NOTE, SERIES _____ $
No. ____ (floating rate) CUSIP:
ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE BASIS:
INITIAL INTEREST RATE: SPREAD: CD RATE [ ]
INDEX MATURITY: SPREAD MULTIPLIER: COMMERCIAL PAPER RATE [ ]
MAXIMUM INTEREST RATE: INTEREST PAYMENT PERIOD: FEDERAL FUNDS RATE [ ]
MINIMUM INTEREST RATE: INTEREST RATE RESET PERIOD: LIBOR [ ]
REUTERS [ ]
TELERATE [ ]
INITIAL REDEMPTION DATE: INTEREST PAYMENT DATES: PRIME RATE [ ]
INTEREST RESET DATES: CALCULATION AGENT: TREASURY RATE [ ]
</TABLE>
If applicable as indicated above, (i) the Optional Redemption
Price will initially be % of the principal amount of this Note to
be redeemed declining at each anniversary of the Initial Redemption
Date shown above by % of the principal amount to be redeemed until
the Optional Redemption Price is 100% of such principal amount and (ii)
this Note may be redeemed either in whole or from time to time in part
except that, if the following box is marked, this Note may be redeemed
in whole only [ ].
WILLAMETTE INDUSTRIES, INC., an Oregon corporation (herein called
the "Company," which term includes any successor corporation under the
Indenture referred to herein), for value received, hereby promises to
pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above, and to pay interest thereon from the
most recent Interest Payment Date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided
for, from the Original Issue Date shown above at the rate per annum
determined in accordance with the provisions herein, depending on the
Interest Rate Basis specified above, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the fifteenth calendar
day (whether or not a Business Day) next preceding such Interest
Payment Date and interest payable at Maturity shall be payable to the
Person to whom the principal hereof is payable, except if the Original
Issue Date of this Note is between a Regular Record Date and the
Interest Payment Date relating to such Regular Record Date, or on an
Interest Payment Date, the first interest payment on this Note will be
made on the Interest Payment Date following the next succeeding Regular
Record Date to the Holder on such Regular Record Date. Any such
interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to the Holder of
this Note not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange upon which the Notes of the
series shown above may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture. Payment of principal, premium (if any) and interest payable
at Maturity of this Note will be made in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts at the Corporate Trust Office of
the Trustee in the Borough of Manhattan, the City of New York, New
York, and will be made in immediately available funds if this Note is
presented in time for the Trustee, as Paying Agent, to make such
payment in accordance with its normal procedures. Unless otherwise
agreed between the Holder and the Company, payment of interest on this
Note due on any other Interest Payment Date will be made in such coin
or currency by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee or Authenticating Agent
referred to in said Indenture, this Note shall not be entitled to any
benefits under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under its corporate seal.
Dated: WILLAMETTE INDUSTRIES,
INC.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series designated herein referred By ________________________
to in the within-mentioned Indenture. President
THE CHASE MANHATTAN BANK
(National Association) as Trustee
By ___________________________________ Attest:________________________
Authorized Officer Secretary
*The bracketed legend will appear only on certificates issued to the
specified holder.
<PAGE>
This Note is one of a duly authorized issue of Securities of the
Company, issued and to be issued in one or more series under an indenture
dated as of January 30, 1993, (herein called the "Indenture"), between the
Company and The Chase Manhattan Bank (National Association), as trustee
(herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is
one of the series of the Securities designated as the Medium-Term Notes of
the series designated on the first page hereof (herein called the "Notes").
The Notes may bear different dates and mature at different times, may bear
interest at different rates and may otherwise vary, all as provided in the
Indenture.
Commencing with the Interest Reset Date specified on the first page
hereof first following the Original Issue Date specified on the first page
hereof, the rate at which interest on this Note is payable shall be
adjusted weekly, monthly, quarterly, semi-annually or annually as shown on
the first page hereof under Interest Rate Reset Period; provided, however,
that (i) the interest rate in effect for the period from the Original Issue
Date to the first Interest Reset Date will be the Initial Interest Rate
specified on the first page hereof and (ii) the interest rate in effect for
the ten calendar days immediately prior to Maturity will be that in effect
on the tenth calendar day preceding such Maturity. Each such adjusted rate
shall be applicable on and after the Interest Reset Date to which it
relates, to, but not including, the next succeeding Interest Reset Date, or
until Maturity, as the case may be. If any Interest Reset Date would
otherwise be a day that is not a Market Day (as defined below), such
Interest Reset Date shall be postponed to the next day that is a Market
Day, except that if the Interest Rate Basis specified on the first page
hereof is LIBOR, and if such Market Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Market
Day. If the Interest Rate Basis specified on the first page hereof is the
Treasury Rate, and any Interest Reset Date for this Note would otherwise be
a day on which Treasury bills are auctioned, then such Interest Reset Date
shall be the first Market Day immediately following such auction date.
Subject to applicable provisions of law and except as otherwise specified
herein, on each Interest Reset Date the rate of interest on this Note shall
be the rate determined in accordance with the provisions of the applicable
heading below.
Determination of CD Rate. If the Interest Rate Basis specified on
the first page hereof is the CD Rate, the interest rate with respect to
this Note shall be the CD Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified on the first page
hereof. The CD Rate for each Interest Reset Date will be calculated as of
the Interest Determination Date pertaining to such Interest Reset Date.
"CD Rate" means, with respect to an Interest Determination Date,
the rate on that date for negotiable certificates of deposit having the
Index Maturity designated on the first page hereof as published by the
Board of Governors of the Federal Reserve System in "Statistical
Release H.15(519), Selected Interest Rates," or any successor publication
of the Board of Governors of the Federal Reserve System ("H.15(519)") under
the heading "CDs (secondary market)." In the event that such rate is not
published prior to 9:00 a.m., New York City time, on the Calculation Date
(as defined below) pertaining to such Interest Determination Date, then the
CD Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit of the Index Maturity designated on the first page
hereof as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 p.m. Quotations for U. S. Government
Securities" or any successor publication of the Federal Reserve Bank of New
York ("Composite Quotations") under the heading "Certificates of Deposit."
In the event that such rate is not yet published by 3:00 p.m., New York
City time, on such Calculation Date, then the CD Rate on such Interest
Determination Date shall be calculated by the Calculation Agent (as defined
below) and shall be the arithmetic mean of the secondary market offered
rates as of 10:00 a.m., New York City time, on such Interest Determination
Date, of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in New York City selected by the Calculation Agent
for negotiable certificates of deposit of major United States money market
banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity designated on the first page hereof in a denomination of
$5 million; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the CD
Rate will be the CD Rate in effect on such Interest Determination Date.
Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the first page hereof is the Commercial Paper Rate, the
interest rate with respect to this Note shall be the Commercial Paper Rate
plus or minus the Spread, if any, or multiplied by the Spread Multiplier,
if any, as specified on the first page hereof. The Commercial Paper Rate
for each Interest Reset Date will be calculated as of the Interest
Determination Date pertaining to such Interest Reset Date.
"Commercial Paper Rate" means, with respect to an Interest
Determination Date, the Money Market Yield (as defined below) of the rate
on that date for commercial paper having the Index Maturity specified on
the first page hereof as published in H.15(519) under the heading
"Commercial paper." In the event that such rate is not published by
9:00 a.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Commercial Paper Rate shall be the
Money Market Yield of the rate on that Interest Determination Date for
commercial paper having the Index Maturity specified on the first page
hereof as published in Composite Quotations under the heading "Commercial
Paper." If by 3:00 p.m., New York City time, on such Calculation Date such
rate is not yet published in either H.15(519) or Composite Quotations, the
Commercial Paper Rate for that Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of
the arithmetic mean of the offered per annum rates quoted on a bank
discount basis of three leading dealers in commercial paper in New York
City selected by the Calculation Agent as of 11:00 a.m., New York City
time, on that Interest Determination Date, for commercial paper of the
Index Maturity specified on the first page hereof placed for an industrial
issuer whose bond rating is "AA," or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Commercial Paper Rate will be the Commercial Paper
Rate in effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper,
quoted on a bank discount basis and expressed as a decimal; and "M" refers
to the actual number of days in the interest period for which interest is
being calculated.
Determination of Federal Funds Rate. If the Interest Rate Basis
specified on the first page hereof is the Federal Funds Rate, the interest
rate with respect to this Note shall be the Federal Funds Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any,
as specified on the first page hereof. The Federal Funds Rate for each
Interest Reset Date will be calculated as of the Interest Determination
Date pertaining to such Interest Reset Date.
"Federal Funds Rate" means, with respect to an Interest
Determination Date, the rate on that date for Federal Funds as published in
H.15(519) under the heading "Federal funds (effective)." In the event that
such rate is not published prior to 9:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
Federal Funds Rate shall be the rate on such Interest Determination Date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate." In
2<PAGE>
the event that such rate is not yet published by 3:00 p.m., New York City
time, on such Calculation Date, the Federal Funds Rate shall be calculated
by the Calculation Agent and shall be the arithmetic mean of the rates for
the last transaction in overnight U.S. dollar Federal Funds arranged by
three leading brokers of Federal Funds transactions in New York City
selected by the Calculation Agent as of 11:00 a.m., New York City time, on
such Interest Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Federal Funds Rate will be the Federal Funds Rate in
effect on such Interest Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified on
the first page hereof is LIBOR, the interest rate with respect to this Note
shall be LIBOR plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, as specified on the first page hereof. LIBOR
for each Interest Reset Date will be calculated on the Interest
Determination Date pertaining to such Interest Reset Date.
"LIBOR" will be determined by the Calculation Agent in accordance
with the following provisions:
(i) With respect to an Interest Determination Date, LIBOR
will be determined as specified on the first page hereof as
either (a) the arithmetic mean of the offered rates for deposits
in U.S. dollars having the Index Maturity specified on the first
page hereof, commencing on the second Market Day immediately
following that Interest Determination Date, which appear on the
Reuters Screen LIBO Page as of 11:00 a.m., London time, on that
Interest Determination Date, if at least two such offered rates
appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or
(b) the rate for deposits in U.S. dollars having the Index
Maturity specified on the first page hereof, commencing on the
second Market Day immediately following that Interest
Determination Date, which appears on the Telerate Page 3750 as of
11:00 a.m., London time, on that Interest Determination Date
("LIBOR Telerate"). Unless otherwise indicated on the first page
hereof, "Reuters Screen LIBO Page" means the display designated
as Page "LIBO" on the Reuters Monitor Money Rate Service (or such
other page as may replace the LIBO page on that service for the
purpose of displaying London interbank offered rates of major
banks), and "Telerate Page 3750" means the display designated as
page "3750" on the Telerate Service (or such other page as may
replace the 3750 page on that service or such other service or
services as may be nominated by the British Bankers' Association
for the purpose of displaying London interbank offered rates for
U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR
Telerate is, or if both LIBOR Reuters and LIBOR Telerate are,
specified on the first page hereof, LIBOR will be determined as
if LIBOR Reuters or only LIBOR Reuters had been specified. In
the case where (a) above applies, if fewer than two offered rates
appear on the Reuters Screen LIBO Page, or, in the case where
(b) above applies, if no rate appears on the Telerate Page 3750,
as applicable, LIBOR in respect of that Interest Determination
Date will be determined as if the parties had specified the rate
described in (ii) below.
(ii) With respect to an Interest Determination Date to which
this provision applies, LIBOR will be determined on the basis of
the rates at approximately 11:00 a.m., London time, on that
Interest Determination Date at which deposits in U.S. dollars
having the Index Maturity specified on the first page hereof are
offered to prime banks in the London interbank market by four
major banks in the London interbank market selected by the
Calculation Agent commencing on the second Market Day immediately
following that Interest Determination Date and in a principal
amount of not less than $1 million that in the Calculation
Agent's judgment is representative for a single transaction in
such market at such time. The Calculation Agent will request the
principal London office of each such bank to provide a quotation
of its rate. If at least two such quotations are provided, LIBOR
in respect of that Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations
are provided, LIBOR in respect of that Interest Determination
Date will be the arithmetic mean of the rates quoted by three
major banks in New York City selected by the Calculation Agent at
approximately 11:00 a.m., New York City time, on that Interest
Determination Date for loans in U.S. dollars to leading European
banks, having the Index Maturity specified on the first page
hereof, commencing on the second Market Day immediately following
that Interest Determination Date and in a principal amount of not
less than $1 million that in the Calculation Agent's judgment is
representative for a single transaction in such market at such
time; provided, however, that if the banks selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR will be LIBOR in effect on such Interest
Determination Date.
Determination of Prime Rate. If the Interest Rate Basis specified
on the first page hereof is the Prime Rate, the interest rate with respect
to this Note shall be the Prime Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified on the first page
hereof. The Prime Rate for each Interest Reset Date will be calculated as
of the Interest Determination Date pertaining to such Interest Reset Date.
"Prime Rate" means, with respect to an Interest Determination Date,
the rate set forth in H.15(519) for such date under the heading "Bank prime
loan." In the event that such rate is not published prior to 9:00 a.m.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Prime Rate shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen NYMF
Page as such bank's prime rate or base lending rate as in effect for such
Interest Determination Date. If fewer than four such rates appear on the
Reuters Screen NYMF Page for such Interest Determination Date, the Prime
Rate shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the prime rates or base lending rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year)
as of the close of business on such Interest Determination Date by three
major banks in New York City selected by the Calculation Agent; provided,
however, that if the banks selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Prime Rate will be the
Prime Rate in effect on such Interest Determination Date. "Reuters Screen
NYMF Page" means the display designated as page "NYMF" on the Reuters
Monitor Money Rates Service (or such other page as may replace the NYMF
page on that service for the purpose of displaying the prime rate or base
lending rate of major United States banks).
Determination of Treasury Rate. If the Interest Rate Basis
specified on the first page hereof is the Treasury Rate, the interest rate
with respect to this Note shall be the Treasury Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified on the first page hereof. The Treasury Rate for each Interest
Reset Date will be calculated as of the Interest Determination Date
pertaining to such Interest Reset Date.
"Treasury Rate" means, with respect to an Interest Determination
Date, the rate on that date for the most recent auction of direct
obligations of the United States ("Treasury bills") having the Index
Maturity specified on the first page hereof as published in H.15(519) under
the heading "U.S. government securities/Treasury bills/Auction average
(investment)" or, if not so published by 9:00 a.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the
auction average rate (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of Treasury bills
having the Index Maturity specified on the first page hereof are not
published or reported as provided above by 3:00 p.m., New York City time,
on such Calculation Date or if no
3<PAGE>
such auction is held during such week, then the Treasury Rate shall be the
rate set forth in H.15(519) for that Interest Determination Date for the
Index Maturity specified on the first page hereof under the heading "U.S.
government securities/Treasury bills/Secondary market." In the event such
rate is not so published by 3:00 p.m. New York City time on such
Calculation Date, the Treasury Rate shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and applied on a
daily basis) of the arithmetic mean of the secondary market bid rates as of
3:30 p.m., New York City time, on that Interest Determination Date of three
leading primary United States government securities dealers in New York
City selected by the Calculation Agent for the issue of Treasury bills with
a remaining maturity closest to the Index Maturity specified on the first
page hereof; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate will be the Treasury Rate in effect on such Interest
Determination Date.
Notwithstanding the determination of the interest rate as provided
above, the interest rate on this Note shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any,
specified on the first page hereof. The interest rate on this Note will in
no event be higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general application. The
Calculation Agent shall calculate the interest rate on this Note in
accordance with the foregoing on or before each Calculation Date.
All percentages resulting from any calculation with respect to this
Note will be rounded to the nearest one hundred-thousandth of a percent,
with five one-millionths of a percent rounded upward; and all dollar
amounts used in or resulting from any such calculation will be rounded to
the nearest cent, with one-half cent rounded upward.
"Calculation Agent" means the Person designated as such on the
first page hereof. Upon the request of the Holder of this Note, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate which will become effective on the next
Interest Reset Date with respect to this Note. The Calculation Agent's
determination of any interest rate will be final and binding in the absence
of manifest error.
If any Interest Payment Date specified on the first page hereof
would otherwise be a day that is not a Market Day, such Interest Payment
Date shall be postponed to the next day that is a Market Day, except that
if the Interest Rate Basis specified on the first page hereof is LIBOR, and
if any such Market Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Market Day. As
used in this Note, "Market Day" means (a) with respect to any Notes other
than LIBOR Notes, any day that is not a Saturday or Sunday and that is not
a day on which banking institutions or trust companies in New York City are
authorized or obligated by law or executive order to close and (b) with
respect to any LIBOR Notes, any such day which is also a day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
If the Interest Rate Basis specified on the first page hereof is
the CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime
Rate, the "Interest Determination Date" pertaining to an Interest Reset
Date will be the second Market Day next preceding such Interest Reset Date.
If the Interest Rate Basis specified on the first page hereof is the
Treasury Rate, the "Interest Determination Date" pertaining to an Interest
Reset Date will be the day of the week in which such Interest Reset Date
falls on which Treasury bills are normally sold at auction. Treasury bills
are normally sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that the auction may be held on the preceding Friday. If,
as a result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to
the Interest Reset Date occurring in the next succeeding week.
The "Calculation Date," where applicable, pertaining to an Interest
Determination Date is the tenth calendar day after such Interest
Determination Date or if any such day is not a Market Day, the next
succeeding Market Day.
Interest payments on this Note (unless the Interest Rate Reset
Period specified on the first page hereof is a weekly period) shall include
accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid or duly
provided for, as the case may be, to, but excluding, the Interest Payment
Date. If the Interest Rate Reset Period specified on the first page hereof
is a weekly period, interest payments shall include accrued interest from
and including the Original Issue Date or from and including the last date
in respect of which interest has been paid or duly provided for, as the
case may be, to, and including, the date which is 15 calendar days
immediately preceding such Interest Payment Date, except that at Maturity
the interest payable shall include interest accrued to, but excluding, the
date of Maturity. Accrued interest will be calculated by multiplying the
principal amount of this Note by an accrued interest factor. The accrued
interest factor will be computed by adding the interest factors calculated
for each day in the period for which accrued interest is being calculated.
The interest factor for each such day will be computed by dividing the
interest rate applicable to such day by the actual number of days in the
year if the Interest Rate Basis specified on the first page hereof is the
Treasury Rate or by 360 if the Interest Rate Basis specified on the first
page hereof is the CD Rate, Commercial Paper Rate, Federal Funds Rate,
LIBOR or Prime Rate.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series
under the Indenture to be affected at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount
of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority
in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium (if
any) and interest on this Note at the times, place and rate, and in the
coin or currency herein and in the Indenture prescribed; subject, however,
to the provisions for the discharge of the Company from its obligations
under the Notes upon satisfaction of the conditions set forth in the Indenture.
As provided in the Indenture, the Company may elect to defease and
(a) be discharged from all obligations in respect of the Notes (except for
certain obligations to register the transfer or exchange of the Notes, to
replace mutilated, destroyed or stolen Notes, to maintain paying agencies
and to hold moneys in trust) or (b) be released from its obligations with
respect to the Notes under certain restrictive covenants of the Indenture,
in each case if the Company deposits, in trust, with the Trustee money
and/or Government Obligations, which through the payment of interest and
principal thereon in accordance with their terms will provide money
sufficient, without reinvestment, to pay the principal of and interest on
the Notes. The Indenture provides that such a trust may only be
established if (i) no Event of Default or event which with the giving of
notice or lapse of time, or both, would become an Event of Default with
respect to the Notes shall have
4<PAGE>
occurred and be continuing, (ii) the Company shall have delivered an
Opinion of Counsel to the effect that the Holders will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts,
in the same manner, and at the same times as if such defeasance had not
occurred, and (iii) certain other conditions are satisfied.
This Note may be redeemed at the option of the Company on any date
on or after the Initial Redemption Date, if any, specified on the first
page hereof, and prior to the Maturity Date specified on the first page
hereof, upon mailing a notice of such redemption not less than 30 nor more
than 60 days prior to the date fixed for redemption to the Holder of this
Note at such Holder's address appearing in the Security Register, all as
provided in the Indenture, at the Optional Redemption Prices, if any,
specified on the first page hereof (expressed in percentages of the
principal amount) together in each case, with accrued interest to the date
fixed for redemption. As provided in the Indenture, if less than all of
the Notes are to be redeemed, the Trustee shall select by such method as
the Trustee shall deem fair and appropriate, from Notes that are subject to
redemption pursuant to the terms thereof, the Note or Notes, or portion or
portions thereof, to be redeemed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of,
premium (if any) and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new
Notes of authorized denominations, of like tenor and of like aggregate
principal amount will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, at the option of the Holder, this
Note may be exchanged for other Notes of any authorized denomination, of
like tenor and of like aggregate principal amount, upon surrender of this
Note.
This Note is a Global Note and shall be exchangeable for Notes
registered in the name of, and a transfer of this Global Note may be
registered to, any Person other than the Depository for this Global Note or
its nominee only if permitted by the Indenture.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
(Please insert social security
or other identifying number
of assignee)
___________________________
[_________________________]_______________________________________________
__________________________________________________________________________
(Please print or typewrite name and address, including zip code, of
assignee)
__________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
_________________________________________________________________ attorney
to transfer said Note on the books of the within Company, with
full power of substitution in the premises.
Dated:
___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of the
within Note in every particular,
without alteration or enlargement or
any change whatever.
5<PAGE>
<PAGE>
Exhibit 5
April __, 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 __, 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 ___, 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,
MILLER, NASH, WIENER, HAGER & CARLSEN
EXHIBIT 5
<PAGE>
<PAGE>
Exhibit 23.1
KPMG Peat Marwick
Certified Public Accountants
Suite 2000
1211 South West Fifth Avenue
Portland, OR 97204
Telephone 503-221-6500
Telefax 503-796-7650
Consent of Independent Auditors
The Board of Directors
Willamette Industries, Inc.:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
Prospectus. Our report refers to a change in accounting related to
income taxes and postemployment benefits.
/s/ KPMG Peat Marwick
KPMG PEAT MARWICK
April 22, 1994<PAGE>
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints William Swindells,
Steven R. Rogel and J. A. Parsons, and each of them, such person's
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all such person's capacities with
Willamette Industries, Inc., an Oregon corporation (the "Company"),
to sign a registration statement on Form S-3 relating to up to
$200 million principal amount of debt securities of the Company, and
any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, granting
unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or each
of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been executed
by each of the undersigned as of this 10th day of February, 1994.
Signature Title
WILLIAM SWINDELLS Chairman and Chief
William Swindells Executive Officer and Director
(Principal Executive Officer)
J. A. PARSONS Executive Vice President
J. A. Parsons and Chief Financial Officer
(Principal Financial Officer)
DUANE C. MCDOUGALL Vice President -
Duane C. McDougall Controller (Principal
Accounting Officer)
1<PAGE>
C. M. BISHOP, JR. Director
C. M. Bishop, Jr.
GERARD K. DRUMMOND Director
Gerard K. Drummond
E. B. HART Director
E. B. Hart
C. W. KNODELL Director
C. W. Knodell
PAUL N. MCCRACKEN Director
Paul N. McCracken
STUART J. SHELK, JR. Director
Stuart J. Shelk, Jr.
ROBERT M. SMELICK Director
Robert M. Smelick
SAMUEL C. WHEELER Director
Samuel C. Wheeler
BENJAMIN R. WHITELEY Director
Benjamin R. Whiteley
2<PAGE>
<PAGE>
EXHIBIT 25
Securities Act of 1933 File No. _________
(If application to determine
eligibility of trustee for
delayed offering pursuant to
Section 305 (b) (2))
- - -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)___________
__________________
THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)
10081
(Zip Code)
________________
WILLAMETTE INDUSTRIES, INC
(Exact name of obligor as specified in its charter)
Oregon
(State or other jurisdiction of incorporation or organization)
93-0312940
(I.R.S. Employer Identification No.)
3800 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon
(Address of principal executive offices)
97201
(Zip Code)
__________________________________
Senior Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control with the obligor.
(See Note on Page 2.)
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12) , Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger
of said corporations, all of which documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 33-28806.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable).
*6. -- The consents of United States institutional trustees required
by Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
___________________
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
2<PAGE>
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, The Chase Manhattan Bank (National Association), a
corporation organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
New York, and the State of New York, on the 20th day April, 1994.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By James D. Heaney
James D.Heaney
Vice President
3<PAGE>
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of The Chase Manhattan Bank,
N.A. of New York in the State of New York, at the close of business on
December 31, 1993, published in response to call made by Comptroller of the
Currency, under title 12, United States Code, Section 161.
Charter Number 02370 Comptroller of the Currency Northeastern District
Statement of Resources and Liabilities
<TABLE>
<CAPTION>
ASSETS Thousands
of Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . $5,778,428
Interest-bearing balances. . . . . . . . . . . . . . . . . . . . 5,431,174
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,439,029
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . 3,982,649
Securities purchased under agreements to resell. . . . . . . . . 0
Loans and lease financing receivables:
Loans and leases net of unearned income . . . . . . . $48,856,930
LESS: Allowance for loan and lease losses. . . . . 1,065,877
LESS: Allocated transfer risk reserve. . . . . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve . 47,791,053
Assets held in trading accounts . . . . . . . . . . . . . . . . . 6,244,939
Premises and fixed assets (including capitalized leases) . . . . . 1,617,111
Other real estate owned . . . . . . . . . . . . . . . . . . . . . 1,189,024
Investments in unconsolidated subsidiaries and associated companies 67,637
Customers' liability to this bank on acceptances outstanding . . . 774,020
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . 354,023
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,520,283
___________
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . .$84,189,415
===========
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . .$34,624,513
Noninterest-bearing . . . . . . . . . . . . . . . $13,739,371
Interest-bearing. . . . . . . . . . . . . . . . . 20,885,142
In foreign offices, Edge and Agreement subsidiaries, and IBF's . 30,660,808
Noninterest-bearing. . . . . . . . . . . . . . $ 2,473,222
Interest-bearing . . . . . . . . . . . . . . . . 28,187,586
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's:
Federal funds purchased . . . . . . . . . . . . . . . . . . . . 2,829,219
Securities sold under agreements to repurchase. . . . . . . . . 140,462
Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . 25,000
Other borrowed money. . . . . . . . . . . . . . . . . . . . . . . 2,618,185
Mortgage indebtedness and obligations under capitalized leases. . 41,366
Bank's liability on acceptances, executed and outstanding . . . . 780,289
Subordinated notes and debentures . . . . . . . . . . . . . . . . 2,360,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . 3,697,556
___________
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . $77,777,398
___________
Limited-life preferred stock and related surplus. . . . . . . . . 0
</TABLE>
4<PAGE>
EQUITY CAPITAL
<TABLE>
<CAPTION>
<S> <C>
Perpetual preferred stock and related surplus . . . . . . . . . . 0
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 910,494
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,382,506
Undivided profits and capital reserves. . . . . . . . . . . . . . 920,258
Net unrealized gains on available-for-sale securities . . . . . . 187,683
Cumulative foreign currency translation adjustments . . . . . . . 11,076
__________
TOTAL EQUITY CAPITAL. . . . . . . . . . . . . . . . . . . . . . . 6,412,017
__________
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND
EQUITY CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . $84,189,415
===========
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above-
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and
to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle
5<PAGE>
