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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WILLAMETTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0312940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3800 First Interstate Tower
1300 S.W. Fifth Avenue 97201
(Address of principal (Zip code)
executive offices)
WILLAMETTE INDUSTRIES 1995 LONG-TERM INCENTIVE
COMPENSATION PLAN
(Full title of the plan)
J. A. PARSONS
Executive Vice President
Willamette Industries, Inc.
1300 S.W. Fifth Avenue
Portland, Oregon 97201
(503) 227-5581
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share price fee
_____________ ____________ ________________ __________________ ____________
Common stock 2,500,000 Not Applicable $128,906,250(1) $44,451
$.50 par value shares
(including
Preferred Stock
Purchase Rights),
together with
options therefor
(1) Pursuant to Rule 457(h), the aggregate offering price is based on the
average of the high and low sales prices of the common stock on The
Nasdaq Stock Market on May 18, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Willamette Industries, Inc. (the
"Registrant"), with the Securities and Exchange Commission are incorporated by
reference in this registration statement:
(a) The Registrant's annual report on Form 10-K for the year
ended December 31, 1994.
(b) The Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1995, as amended by Amendment No. 1 on Form
10-Q/A dated May 19, 1995.
(c) The description of the Registrant's common stock,
$0.50 par value per share, included as Exhibit 28 to the
Registrant's quarterly report on Form 10-Q for the quarter ended
March 31, 1992.
All documents filed by the Registrant subsequent to those listed
above pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
ORS 60.367, a section of the Oregon Business Corporation Act
("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 60.387 et seq), 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.
The Registrant maintains directors' and officers' liability
insurance under which the Registrant's directors and officers are insured
against loss (as defined) as a result of claims made against them for wrongful
acts (as defined).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4A Third Restated Articles of Incorporation of the Registrant,
as amended. Incorporated by reference from Exhibit 3A of the
Registrant's annual report on Form 10-K for the year ended
December 31, 1993 ("1993 Form 10-K").
4B Bylaws of the Registrant, as amended. Incorporated by
reference from Exhibit 3B of the 1993 Form 10-K.
4C Rights Agreement dated as of February 26, 1990, between
the Registrant and First Interstate Bank of Oregon,
N.A., as Rights Agent. Incorporated by reference from
Exhibit 2 of the Registrant's Form 8-A dated
February 26, 1990.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen as to
the legality of the securities being registered.
23A Consent of KPMG Peat Marwick LLP, independent public
accountants.
23B Consent of Miller, Nash, Wiener, Hager & Carlsen
(included in Exhibit 5).
24 Power of attorney of certain officers and directors.
______________
Other exhibits listed in Item 601 to Regulation S-K
are not applicable.
Item 9. Undertakings.
(a) 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 ("Securities Act");
(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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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 and is, therefore, unenforceable. In the event that a claim
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 and will be governed by the final adjudication of such issue.
The foregoing undertaking shall not apply to indemnification which is covered
by insurance.
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SIGNATURES
The Registrant. 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-8 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 19th day of May, 1995.
WILLAMETTE INDUSTRIES, INC.
(Registrant)
By s/ J. A. Parsons
J. A. Parsons
Executive Vice President
and Chief Financial Officer,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as of the 19th day of May, 1995.
Signature Title
(1) PRINCIPAL EXECUTIVE
OFFICER AND DIRECTOR:
WILLIAM SWINDELLS* Chairman and
Chief Executive Officer,
and Director
(2) PRINCIPAL FINANCIAL
OFFICER:
s/ J. A. Parsons
J. A. Parsons Executive Vice President
and Chief Financial
Officer, Secretary and
Treasurer
(3) PRINCIPAL ACCOUNTING
OFFICER:
DUANE C. MCDOUGALL* Vice President-Controller
(4) A MAJORITY OF THE BOARD
OF DIRECTORS:
C. M. BISHOP, JR.* )
GERARD K. DRUMMOND* )
E. B. HART* )
C. W. KNODELL* ) Director
PAUL N. McCRACKEN* )
STUART J. SHELK, JR.* )
ROBERT M. SMELICK* )
SAMUEL C. WHEELER* )
BENJAMIN R. WHITELEY* )
*By s/ J. A. Parsons
J. A. Parsons
Attorney-in-fact
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Exhibit 5
ATTORNEYS AND COUNSELORS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
May 19, 1995
Willamette Industries, Inc.
3800 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
Subject: Registration Statement on Form S-8 Willamette
Industries 1995 Long-Term Incentive Compensation Plan
Gentlemen:
Reference is made to the registration statement on Form S-8
("Registration Statement") to be filed by Willamette Industries, Inc., an
Oregon corporation (the "Company"), with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 2,500,000 shares of the Company's common stock, $0.50 par value
("Shares"), to be issued under the Willamette Industries 1995 Long-Term
Incentive Compensation Plan ("Plan"), together with options therefor.
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.
Based on the foregoing, it is our opinion that:
1. The Plan has been duly adopted and approved by all necessary
corporate action and the Shares have been duly authorized for issuance.
2. When Shares are issued as restricted stock awards in
accordance with the Plan while the Registration Statement is effective
and in compliance with state securities laws, such Shares will be
legally issued, fully paid and nonassessable.
3. When options relating to the Shares are granted in accordance
with the Plan while the Registration Statement is effective and in
compliance with state securities laws, such options will be legally
issued.
4. When Shares are issued and sold by the Company upon exercise
of such options while the Registration Statement is effective and in
compliance with state securities laws and when payment of the option
exercise price for such Shares is received by the Company, such Shares
will be legally issued, fully paid and nonassessable.
<PAGE>
We consent to the use of this opinion in the Registration
Statement and in any amendments thereof.
Very truly yours,
MILLER, NASH, WIENER, HAGER & CARLSEN
<PAGE>
EXHIBIT 23.A
KPMG Peat Marwick LLP
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 reports incorporated herein by reference. The
Company changed its method of accounting for income taxes and postretirement
benefits other than pensions in 1993.
/s/ KPMG PEAT MARWICK LLP
May 19, 1995
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Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
WILLIAM SWINDELLS, STEVEN R. ROGEL and J. A. PARSONS, and each of them, his
true and lawful attorneys-in-fact and agents, to sign a registration statement
on Form S-8 to be filed by Willamette Industries, Inc., an Oregon corporation,
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, for the purpose of registering 2,500,000 shares of Common Stock,
par value $0.50 per share, of Willamette Industries, Inc., and options
therefor, to be issued pursuant to the Willamette Industries 1995 Long-Term
Incentive Compensation Plan, together with any and all amendments (including
post-effective amendments) thereto, granting unto the attorneys-in-fact and
agents full power and authority to perform every act and execute any
instruments that the attorneys-in-fact and agents deem necessary or desirable
in connection with said registration statement, as fully as he could do in
person, hereby ratifying and confirming all that the attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by
each of the undersigned as of the 27th day of April, 1995.
Signature Title
s/William Swindells Chairman and Chief Executive
William Swindells Officer and Director
(Principal Executive Officer)
s/J. A. Parsons Executive Vice President
J. A. Parsons and Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer)
s/Duane C. McDougall Vice President-Controller
Duane C. McDougall (Principal Accounting Officer)
s/C. M. Bishop, Jr. Director
C. M. Bishop, Jr.
s/Gerard K. Drummond Director
Gerard K. Drummond
Signature Title
s/E. B. Hart Director
E. B. Hart
s/C. W. Knodell Director
C. W. Knodell
s/Paul N. McCracken Director
Paul N. McCracken
s/Stuart J. Shelk, Jr. Director
Stuart J. Shelk, Jr.
s/Robert M. Smelick Director
Robert M. Smelick
s/Samuel C. Wheeler Director
Samuel C. Wheeler
s/Benjamin R. Whiteley Director
Benjamin R. Whiteley
