<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------
FORM 11-K
X Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
Transition Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
------------------
For the fiscal year ended
December 30, 1994
Commission file number 0-3730
A. Full title of the plan and address of the plan:
WILLAMETTE INDUSTRIES
STOCK PURCHASE PLAN
3800 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
B. Name of issuer of the securities held pursuant
to the plan and the address of its principal
executive office:
WILLAMETTE INDUSTRIES, INC.
3800 First Interstate Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
<PAGE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Index
Independent Auditors' Report dated April 14, 1995. . . . . . . . . . . . . . 1
Statement of Net Assets Available for Benefits as of
December 30, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . 2-3
Statements of Changes in Net Assets Available for Benefits
for the Years ended December 30, 1994 and 1993 . . . . . . . . . . . . 4-5
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 6-9
Schedules I and II*. . . . . . . . . . . . . . . . . . . . . . . . . . . 10-11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Exhibit 23 - Consent of Independent Auditors . . . . . . . . . . . . . . . .13
- -----------------
*Schedule III has been omitted for the reason that it is not
applicable.<PAGE>
KPMG Peat Marwick LLP
Suite 2000
1211 South West Fifth Avenue
Portland, OR 97204
Independent Auditors' Report
----------------------------
Willamette Industries Stock Purchase
Plan Committee
Willamette Industries Stock Purchase Plan:
We have audited the accompanying statements of net assets available for
benefits of Willamette Industries Stock Purchase Plan as of December 30, 1994
and 1993, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits as of December
30, 1994 and 1993, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedules I and II is presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 and is not a required part
of the basic financial statements. The supplemental information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
April 14, 1995
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Statement of Net Assets
Available for Benefits
December 30, 1994
<CAPTION>
Stable Willamette
Asset Balanced Equity Stock
Assets Fund Fund Fund Fund Total
------ ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Money market fund $ 197,558 198,847 238,479 2,080,619 2,715,503
Mutual funds - 7,762,139 4,463,565 - 12,225,704
Common stock - Willamette
Industries, Inc.; 3,867,102
shares - - - 183,687,345 183,687,345
Investments at contract value -
Guaranteed investment contract (GIC) 4,506,983 - - - 4,506,983
---------- --------- --------- ----------- -----------
Total investments 4,704,541 7,960,986 4,702,044 185,767,964 203,135,535
Accrued investment income 805 625 788 7,703 9,921
---------- --------- --------- ----------- -----------
Total assets 4,705,346 7,961,611 4,702,832 185,775,667 203,145,456
Liabilities
-----------
Accounts payable - - - 176,061 176,061
Benefits payable 40,910 19,917 13,094 1,900,998 1,974,919
--------- --------- ---------- ----------- -----------
Net assets available for
benefits $ 4,664,436 7,941,694 4,689,738 183,698,608 200,994,476
=========== ========= ========= =========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Statement of Net Assets
Available for Benefits
December 30, 1993
<CAPTION>
Fixed Willamette
Income Balanced Stock
Assets Fund Fund Fund Total
------ ---- ---- ---- -----
<S> <C> <C> <C> <C>
Investments at fair value:
Money market fund $ 38,598 90,029 960,400 1,089,027
Mutual funds - 6,454,605 - 6,454,605
Common stock - Willamette Industries,
Inc.; 4,041,444 shares - - 200,051,478 200,051,478
Investments at contract value -
Guaranteed investment contract (GIC) 3,415,291 - - 3,415,291
--------- --------- ----------- -----------
Total investments 3,453,889 6,544,634 201,011,878 211,010,401
Cash 42 76 1,882 2,000
--------- --------- ----------- -----------
Total assets 3,453,931 6,544,710 201,013,760 211,012,401
Liabilities
-----------
Benefits payable 4,645 14,051 872,589 891,285
--------- --------- ----------- -----------
Net assets available for benefits $3,449,286 6,530,659 200,141,171 210,121,116
========== ========= =========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Statement of Changes in Net Assets
Available for Benefits
Year ended December 30, 1994
<CAPTION>
Stable Willamette
Asset Balanced Equity Stock
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends $ - 198,066 - 3,718,496 3,916,562
Interest and other income 6,520 4,600 70,596 45,630 127,346
--------- --------- --------- ---------- ----------
Total investment income 6,520 202,666 70,596 3,764,126 4,043,908
--------- --------- --------- ----------- ----------
Contributions (note 1):
Employer 1,131 3,942 502 6,965,126 6,970,701
Employee 383,081 1,045,909 1,027,081 5,240,294 7,696,365
--------- --------- --------- ----------- ----------
Total contributions 384,212 1,049,851 1,027,583 12,205,420 14,667,066
--------- --------- --------- ----------- ----------
Transfers from (to) other plans
(note 5) (282,538) 23,081 (51,167) 536,886 226,262
--------- --------- --------- ----------- ----------
Total additions 108,194 1,275,598 1,047,012 16,506,432 18,937,236
Deductions from net assets attributed to:
Payments and stock distributions to
participants (365,897) (362,893) (71,577) (18,290,927) (19,091,294)
Administrative expenses (8,074) - - - (8,074)
Net change in fair value of investments 245,902 (806,121) (28,091) (8,376,198) (8,964,508)
Interfund transfers 1,235,025 1,304,451 3,742,394 (6,281,870) -
--------- --------- --------- ----------- -----------
Net change in assets 1,215,150 1,411,035 4,689,738 (16,442,563) (9,126,640)
Net assets available for benefits:
Beginning of year 3,449,286 6,530,659 - 200,141,171 210,121,116
--------- --------- --------- ----------- -----------
End of year $4,664,436 7,941,694 4,689,738 183,698,608 200,994,476
========== ========= ========= =========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Statement of Changes in Net Assets
Available for Benefits
Year ended December 30, 1993
<CAPTION>
Fixed Willamette
Income Balanced Stock
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends $ - 184,281 3,463,300 3,647,581
Interest and other income 200,470 1,508 13,875 215,853
---------- --------- ------------ -----------
Total investment income 200,470 185,789 3,477,175 3,863,434
---------- --------- ------------ -----------
Contributions (note 1):
Employer - - 6,610,814 6,610,814
Employee 487,389 1,143,371 5,092,730 6,723,490
---------- --------- ----------- -----------
Total contributions 487,389 1,143,371 11,703,544 13,334,304
---------- --------- ----------- -----------
Transfers from other plans (note 5) 47,145 60,273 - 107,418
---------- --------- ----------- -----------
Total additions 735,004 1,389,433 15,180,719 17,305,156
Deductions from net assets attributed to:
Payments and stock distributions to participants (492,495) (379,969) (7,584,969) (8,457,433)
Administrative expenses (13,533) - - (13,533)
Net change in fair value of investments - 161,332 34,398,698 34,560,030
Interfund transfers (22,608) 22,608 - -
--------- --------- ---------- ----------
Net change in assets 206,368 1,193,404 41,994,448 43,394,220
Net assets available for benefits:
Beginning of year 3,242,918 5,337,255 158,146,723 166,726,896
--------- --------- ----------- -----------
End of Year $ 3,449,286 6,530,659 200,141,171 210,121,116
========= ========= =========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
Willamette Industries Stock Purchase Plan
Notes to Financial Statements
December 30, 1994 and 1993
(1) Description of the Plan
The following description of the Willamette Industries Stock
Purchase Plan (the Plan) is provided for general information
purposes only. Participants should refer to the Summary Plan
Description for more complete information.
(a) General
-------
Eligible employees may elect to enroll in the Plan on the
annual enrollment date following six months of service. The
Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
(b) Contributions
-------------
Effective December 31, 1993, eligible employees of Willamette
Industries, Inc. (the Company) and its participating
subsidiaries may contribute up to 7% of their regular monthly
gross cash earnings as established on January 1 of each year.
Previously, the maximum contribution was 6%. The Company and
its participating subsidiaries contribute monthly an amount
equal to 100% of the contributions of its employees up to 6%,
less the amount of any forfeitures.
The Plan provides for a qualified cash or deferred arrangement
as defined in Section 401(k) of the Internal Revenue Code.
Participating employees may elect one of two methods of making
employee contributions. A participant may elect to make
either:
1) Pre-tax contributions ("deferred contributions") which
will not be included in the participant's current earnings
for federal income tax purposes; or
2) After-tax contributions ("nondeferred contributions")
which will be included in the participant's current
earnings for federal income tax purposes.
Participating employees may direct that their own contributions
be invested in (a) a Stable Asset Fund (previously called the
Fixed Income Fund) holding primarily guaranteed investment
contracts (GIC's), (b) a Balanced Fund holding primarily stocks
and bonds (mutual fund company changed in 1994), (c) an Equity
Fund (new in 1994) holding primarily stocks, or (d) a
Willamette Stock Fund holding common stock of the Company. The
contributions can be allocated among the four investment
choices in multiples of 5%. In addition, reallocation between
investment choices is allowed quarterly. For instance, prior
contributions invested in the Stable Asset Fund may be moved to
the Balanced, Equity or Willamette Stock Fund, and vice versa.
<PAGE>
Willamette Industries Stock Purchase Plan
Notes to Financial Statements
Participating companies' contributions for the years ended December 30,
1994 and 1993 were as follows:
1994 1993
---- ----
Willamette Industries, Inc. $14,621,030 12,811,496
Wimer Logging Co. 46,036 44,160
Bohemia Inc. - 478,648
---------- ----------
Total $14,667,066 13,334,304
========== ==========
On December 31, 1993, Bohemia Inc. was merged into Willamette
Industries, Inc.
(c) Participant Accounts
--------------------
Each participant's account is credited with the participant's and
employer contributions and an allocation of Plan earnings.
Allocations are based on participant earnings and account balances,
as defined in the Plan.
(d) Vesting
-------
A participant's interest in their Employee Contribution Account is
always fully vested and is not subject to forfeiture.
A participant's interest in their Employer Contribution Account
fully vests when they: (i) attain age 65; (ii) complete five years
of service; (iii) die, or (iv) become totally and permanently
disabled, whichever comes first.
Any part of a participant's Employer Contribution Account which is
not vested at the time employment terminates is forfeited when they
incur five consecutive one-year periods of severance. A participant
with less than a 100% vested interest in their Employer Contribution
Account who voluntarily withdraws from the Plan does not forfeit the
remainder of the account merely by reason of withdrawal; the vested
percentage in the remainder continues to increase in accordance with
their years of service.
If there is a complete discontinuance of contributions to the Plan
by an employer, then all participants employed by such employer
become fully vested in their Employer Contribution Accounts. Each
participant who is vested in their Employer Contribution Account can
elect to have any or all of their respective Employer Contribution
Account funds diversified into one or more of the available elective
investment funds (other than the Willamette Stock Fund). This
diversification election applies only to their then existing
Employer Contribution Account. Future matching contributions will
be invested in common stock of the Company. A participant can make
more than one diversification election, but a subsequent election
can be made only after a period of at least 10 years has elapsed
since the most recent election.
<PAGE>
Willamette Industries Stock Purchase Plan
Notes to Financial Statements
(e) Forfeitures
-----------
An employer's contribution is reduced by an amount equal to the
forfeiture of participants employed by that employer. The
forfeitures are allocated among the other participants employed by
that employer in proportion to their contributions. In 1985, the
Plan was amended so that a forfeiture of the account shall be deemed
to occur as of the close of the plan year in which the participant
incurs five consecutive one-year periods of severance. The 1994
employer's contribution has been reduced by $37,415 as a result of
forfeitures.
There are approximately 41,485 shares of Company stock subject to
forfeiture relating to terminated employees as of December 30, 1994.
(f) Withdrawals
-----------
The Plan provides for participants, during their employment, to seek
a withdrawal based upon financial hardship as determined by the Plan
Administrator in accordance with Federal guidelines. A participant
whose employment terminates for any reason is entitled to a lump sum
distribution of the vested portion of their account.
(2) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Accounting
-------------------
The Plan prepares its financial statements on the accrual basis of
accounting in accordance with generally accepted accounting
principles.
(b) Valuation of Investments
------------------------
First Interstate Bank of Oregon acts as trustee and recordkeeper for
the Plan. Assets are invested in mutual funds (Balanced Fund and
Equity Fund), Stable Asset Fund (a common fund which includes GIC's)
and Willamette Industries, Inc. common stock. The Balanced Fund and
Equity Fund mutual funds are valued at quoted market prices, while
the Stable Asset Fund is recorded at contract value. Willamette
Industries, Inc. common stock is valued at the quoted market price
with all purchases and sales recorded on a trade-date basis.
Short-term and temporary investments (including money market funds)
are valued at cost, which approximates market.
(c) Expenses of the Plan
--------------------
Substantially all expenses incurred in the administration of the
Plan, including legal fees, accounting fees, Trustee's fees and
other charges of the plan are charged to and paid by the Plan
sponsor.
<PAGE>
Willamette Industries Stock Purchase Plan
Notes to Financial Statements
(d) Reclassifications
-----------------
Certain amounts for 1993 have been reclassified to conform with the
1994 presentation.
(3) Plan Termination
----------------
The Board of Directors of the Company have reserved the right to amend
or terminate the Plan. A participating employer may also terminate the
Plan at any time with respect to its employees. No amendment may reduce
the accrued benefits of any participant or give an employer any interest
in the trust assets of the Plan. In the event of termination of the
Plan, a participant with respect to whom the Plan has been terminated
becomes fully vested in his Employer Contribution Account.
(4) Income Taxes
------------
The Plan obtained its latest determination letter on March 21, 1990, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. This ruling does not reflect the most recent
Plan amendments. The Plan administrator has requested a determination
letter from the Internal Revenue Service reflecting amendments to the
Plan since obtaining the last determination letter. If the Plan were
not in compliance with the requirements of the Internal Revenue Code
Section 401(a) and the related trust were not exempt under Internal
Revenue Code Section 501(a), the Company would take corrective actions
to meet the requirements of the Internal Revenue Code.
Amounts contributed to the Plan by the employer are not taxed to
the employee until distribution upon retirement or other
termination. Employee after-tax contributions are taxable in the
year made but not upon distribution. Employees may elect to make
pre-tax contributions which are not included in the employee's
current earnings for federal income tax purposes, but rather are
taxable upon distribution. Any increase in the value of common
stock distributed is taxable to the employee when the stock is
sold.
(5) Transfers From/To Other Plans
-----------------------------
Transfers from other plans in 1994 and 1993 resulted from hourly
employees becoming salaried employees. Transfers to other plans
relate to terminated employees rolling their investments into other
plans.
<PAGE>
Schedule I
----------
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Item 27a - Schedule of Assets Held
for Investment Purposes
December 30, 1994
Description of Current
Identity of issue investment Cost value
----------------- ---------- ---- -----
Financial Square Prime Money market fund -
2,517,945 shares $ 2,517,945 2,517,945
========= =========
CTC Prime Money market fund -
197,558 shares $ 197,558 197,558
========== =========
*Willamette Industries, Common stock - 3,867,102
Inc. shares $91,452,822 183,687,345
=========== ===========
CTC Capital Preservation Guaranteed investment
Fund contract fund -
183,951 shares $ 4,261,082 4,506,983
========= =========
Fidelity Balanced Fund Mutual fund - 631,582
shares $ 8,540,846 7,762,139
========= =========
Fidelity Disciplined Mutual fund - 248,805
Equity Fund shares $ 4,615,600 4,463,565
========= =========
*Party in interest.
<PAGE>
<TABLE>
Schedule II
-----------
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Item 27d - Schedule of Reportable Transactions
<CAPTION>
Year ended December 30, 1994
Number Book
Identity of Description Number of Purchase of sales or Selling value Net
party involved of assets purchases price disbursements price at sale gain
- -------------- ---------- --------- ----- ------------- ----- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Willamette Industries, Common stock 55 $11,428,358 268 $13,853,366 1,782,776 12,070,590
Inc.
First Interstate Bank
of Oregon:
Financial Square
Prime Money market
fund 32 19,275,697 62 18,155,478 18,155,478 -
Westcore A Money market
fund 21 12,284,283 15 12,412,910 12,412,910 -
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the persons who administer the Willamette Industries Stock Purchase
Plan have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
(Name of Plan)
By: WILLAMETTE INDUSTRIES STOCK PURCHASE
PLAN COMMITTEE
By: /s/ J. A. Parsons
------------------------------------
J. A. Parsons, Secretary
Dated: June 5, 1995
<PAGE>
EXHIBIT 23
KPMG Peat Marwick, LLP
Suite 2000
1211 South West Fifth Avenue
Portland, OR 97204
Consent of Independent Auditors
_______________________________
The Board of Directors
Willamette Industries, Inc.:
We consent to incorporation by reference in the Registration Statement No. 33-
59517 on Form S-8 of Willamette Industries, Inc. of our report dated April 14,
1995 relating to the statements of net assets available for benefits of
Willamette Industries Stock Purchase Plan as of December 30, 1994 and 1993,
and the related statements of changes in net assets available for benefits and
supplemental schedules referred to in our report, which report appears in the
December 30, 1994 annual report on Form 11-K of Willamette Industries Stock
Purchase Plan.
KPMG PEAT MARWICK LLP
June 5, 1995
