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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 15, 1996
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WILLAMETTE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Oregon
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-3730
(COMMISSION FILE NO.)
93-0312940
(IRS EMPLOYER IDENTIFICATION NO.)
1300 S.W. Fifth Avenue, Suite 3800
Portland, Oregon 97201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(503) 227-5581
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The registrant hereby amends Item 7 of its Current Report on
Form 8-K dated May 15, 1996 (date of earliest event reported) to read as
follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
None (pursuant to a waiver by the staff dated March 28,
1996).
(b) Pro Forma Financial Information.
The following pro forma financial information is filed as a part of
this report:
Condensed Pro Forma Combined Balance Sheet
Condensed Pro Forma Combined Statement of Earnings for Year
Ended December 31, 1995
Condensed Pro Forma Combined Statement of Earnings for Three
Months Ended March 31, 1996
Notes to Condensed Pro Forma Combined Financial Statements
(c) Exhibits.
The exhibits to this report are listed in the
accompanying index to exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Willamette Industries, Inc.
(Registrant)
By /s/J. A. Parsons
J. A. Parsons
Executive Vice President and
Chief Financial Officer
Dated: June 10, 1996
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INDEX TO EXHIBITS
Exhibit No. Description
=========== ===========
2.1 Asset sale, purchase and transfer
agreement dated March 12, 1996,
between Hanson Natural Resources
Company, Cavenham Energy Resources
Inc., Cavenham Forest Industries Inc.
and the registrant (previously
filed).*
2.2 Asset sale, purchase and transfer
agreement dated April 11, 1996,
between the registrant and Crown
Pacific Limited Partnership
(previously filed).*
2.3 Asset sale, purchase and transfer
agreement dated April 23, 1996,
between the registrant and Temple-
Inland Forest Products Corporation
(previously filed).*
2.4 Asset sale, purchase and transfer
agreement dated April 26, 1996,
between the registrant and John
Hancock Mutual Life Insurance
Company, together with Addendum No. 1
thereto dated May 13, 1996
(previously filed).*
2.5 Management agreement dated May 15,
1996, among the registrant, John
Hancock Mutual Life Insurance
Company, Willamette Columbia Timber
Co. and Hancock Natural Resource
Group, Inc (previously filed).*
2.6 Right of first offer agreement dated
May 15, 1996, between the registrant
and John Hancock Mutual Life
Insurance Company (previously
filed).*
2.7 Timber supply agreement dated May 15,
1996, between the registrant and John
Hancock Mutual Life Insurance Company
(previously filed).*
4 Credit agreement dated as of May 10,
1996, among the registrant, Bank of
America National Trust and Savings
Association, Abn Amro Bank N.V.,
Morgan Guaranty Trust Company of New
York, Nationsbank, N.A., Wachovia
Bank of Georgia, N.A., and other
financial institutions parties
thereto (previously filed).
===================
*The schedules (or similar attachments) to this exhibit have been omitted.
Such schedules are listed at the end of the exhibit and copies thereof will be
furnished supplementally to the Commission upon request.
<PAGE>
WILLAMETTE INDUSTRIES, INC.
AND ASSETS PURCHASED FROM CAVENHAM
CONDENSED PRO FORMA COMBINED BALANCE SHEET
March 31, 1996
(Unaudited)
(Dollar amounts in thousands)
The following condensed pro forma combined balance sheet has been prepared
from the consolidated balance sheet of Willamette Industries, Inc. as of
March 31, 1996, and gives effect to, on a pro forma basis as of March 31,
1996, (i) the acquisition of the assets purchased from Cavenham on May 15,
1996, in a transaction to be accounted for as a purchase, (ii) the concurrent
sale of related assets to third parties in transactions which simultaneously
consummated with the consummation of the Company's acquisition of the Cavenham
assets, and (iii) the receipt by the Company of the proceeds of a borrowing on
May 15, 1996, under a Credit Agreement with a group of banks. This statement
should be read in conjunction with the historical financial statements and
notes included in the Company's annual report on Form 10-K for the year ended
December 31, 1995, and its quarterly report on Form 10-Q for the period ended
March 31, 1996. The pro forma information is not necessarily indicative of
the results that would have been reported had such events actually occurred on
the dates specified, nor is it indicative of the Company's future results.
<TABLE>
<CAPTION>
ASSETS Historical Pro forma
------ ---------- -------------------------------------
Assets Sold
Assets & Financing
Willamette Purchased(a) Obtained Combined
---------- ------------ ----------- --------
<S> <C> <C> <C> <C>
Current Assets:
Cash $44,925 - 5,140 (e) 50,065
Accounts receivables, net 312,537 - - 312,537
Inventories 359,319 8,000 - 367,319
Prepaid expenses 42,147 - - 42,147
Assets held for sale - 641,000 (443,140)(b) 197,860 (b)
---------- ---------- ---------- ---------
Total current assets 758,928 649,000 (438,000) 969,928
Timber, timberlands and related facilities 569,609 947,003 (50,000)(c) 1,466,612
Property, plant and equipment, net 2,098,204 7,720 - 2,105,924
Other assets 65,531 - - 65,531
---------- ---------- ---------- ---------
Total assets $3,492,272 1,603,723 (488,000) 4,607,995
========== ========== ========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt $73,588 - 200,000 (d) 273,588
Accounts payable and accrued liabilities 298,233 - - 298,233
Accrued income taxes 56,298 - - 56,298
---------- ---------- --------- ---------
Total current liabilities 428,119 - 200,000 628,119
Long-term debt, net 793,160 - 900,000 (d) 1,693,160
Other liabilities 30,279 15,723 - 46,002
Deferred income taxes 337,429 - - 337,429
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Stockholders' equity:
Preferred stock, $.50 par value - - - -
Common stock, $.50 par value 27,613 - - 27,613
Capital surplus 300,898 - - 300,898
Retained earnings 1,574,774 - - 1,574,774
---------- ---------- ---------- ---------
Total stockholders' equity 1,903,285 - - 1,903,285
---------- ---------- ---------- ---------
Total liabilities & stockholders' equity $3,492,272 15,723 1,100,000 4,607,995
========== ========== ========== =========
Net pro forma adjustments $1,588,000 (f) $1,588,000
========== ==========
</TABLE>
See explanation of pro forma adjustments in Notes to Condensed Pro Forma
Combined Financial Statements.
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WILLAMETTE INDUSTRIES, INC.
AND ASSETS PURCHASED FROM CAVENHAM
CONDENSED PRO FORMA COMBINED STATEMENT
OF EARNINGS
Year Ended December 31, 1995
(Unaudited)
(Dollar amounts in thousands, except per share data)
The following condensed pro forma combined statement of earnings combines
the results of operations of Willamette Industries, Inc. and the assets
acquired on May 15, 1996, from Cavenham, for the year ended December 31, 1995,
on a pro forma basis as though the acquisition, to be accounted for as a
purchase, had occurred as of the beginning of the period. This statement
should be read in conjunction with the historical financial statements and
notes included in the Company's annual report on Form 10-K for the year ended
December 31, 1995, and its quarterly report on Form 10-Q for the period ended
March 31, 1996. The pro forma information is not necessarily indicative of
the results that would have been reported had such events actually occurred on
the dates specified, nor is it indicative of the Company's future results.
<TABLE>
<CAPTION>
Historical Pro forma Adjustments
--------------------- --------------------------------
Cavenham
Willamette Assets Debit Credit Combined
---------- -------- ------ ------- ----------
<S> <C> <C> <C> <C> <C>
Net sales $3,873,575 123,893 - - 3,997,468
Cost of sales 2,777,735 67,329 35,784 (g) - 2,880,848
---------- -------- ------ ------- ----------
Gross profit 1,095,840 56,564 35,784 - 1,116,620
Selling and administrative expenses 201,784 1,403 - 203,187
---------- -------- ------ ------- ----------
Operating earnings 894,056 55,161 35,784 - 913,433
Other income, net 798 796 - - 1,594
---------- -------- ------ ------- ----------
894,854 55,957 35,784 - 915,027
Interest expense 71,050 - 55,458 (h) - 126,508
---------- -------- ------ ------- ----------
Earnings before taxes 823,804 55,957 91,242 788,519
Provision for income taxes 309,000 - - 13,231 (i) 295,769
---------- -------- ------ ------- ----------
Net earnings $ 514,804 55,957 91,242 13,231 492,750
========== ======== ====== ======= ==========
Weighted average number of
shares outstanding (in thousands) 55,146 55,146
========== ==========
Earnings per share $9.34 $8.94
========== ==========
</TABLE>
See explanation of pro forma adjustments in Notes to Condensed Pro Forma
Combined Financial Statements.
<PAGE>
WILLAMETTE INDUSTRIES, INC.
AND ASSETS PURCHASED FROM CAVENHAM
CONDENSED PRO FORMA COMBINED STATEMENT
OF EARNINGS
THREE MONTHS ENDED MARCH 31, 1996
(Unaudited)
(Dollar amounts in thousands, except per share data)
The following condensed pro forma combined statement of earnings combines
the results of operations of Willamette Industries, Inc. and the assets
acquired on May 15, 1996, from Cavenham, for the three months ended March 31,
1996, on a pro forma basis as though the acquisition, to be accounted for as a
purchase, had occurred as of the beginning of the period. This statement
should be read in conjunction with the historical financial statements and
notes included in the Company's annual report on Form 10-K for the year ended
December 31, 1995, and its quarterly report on Form 10-Q for the period ended
March 31, 1996. The pro forma information is not necessarily indicative of
the results that would have been reported had such events actually occurred on
the dates specified, nor is it indicative of the Company's future results.
<TABLE>
<CAPTION>
Historical Pro forma Adjustments
--------------------- --------------------------------
Cavenham
Willamette Assets Debit Credit Combined
---------- -------- ------ ------- ----------
<S> <C> <C> <C> <C> <C>
Net sales $866,112 38,568 - - $904,680
Cost of sales 678,166 19,769 10,887 (g) - $708,822
--------- -------- ------ ------- ----------
Gross profit 187,946 18,799 10,887 - 195,858
Selling and administrative expenses 55,150 289 - - $55,439
--------- -------- ------ ------- ----------
Operating earnings 132,796 18,510 10,887 - 140,419
Other income, net 204 111 - - 315
--------- -------- ------ ------- ----------
133,000 18,621 10,887 - 140,734
Interest expense 14,086 - 13,864 (h) - 27,950
--------- -------- ------ ------- ----------
Earnings before taxes 118,914 18,621 24,751 - 112,784
Provision for income taxes 45,544 - - 2,347 (i) 43,197
--------- -------- ------ ------- ----------
Net earnings 73,370 18,621 24,751 2,347 69,587
========= ======== ====== ======= ==========
Weighted average number of
shares outstanding (in thousands) 55,224 55,224
========= ==========
Earnings per share $1.33 $1.26
========= ==========
</TABLE>
See explanation of pro forma adjustments in Notes to Condensed Pro Forma
Combined Financial Statements.
<PAGE>
NOTES TO CONDENSED PRO FORMA COMBINED
FINANCIAL STATEMENTS
(a) Reflects the purchase of approximately 1,088,000 acres of timberland, a
sawmill, and related assets and the assumption of certain related
liabilities. The assets purchased included approximately 542,000 acres
of timberland and related assets that were concurrently sold pursuant to
separate agreements with three designees for an aggregate purchase price
of $641,000,000, and which are reflected herein as "Assets held for
sale."
(b) Reflects the sale of approximately 486,000 acres of timberland and
related assets contemplated by the separate designee agreements in
transactions consummated concurrently with the consummation of the asset
purchase described in Note (a). Approximately 56,000 acres of timberland
and related assets remain to be conveyed to one designee for
approximately $197,860,000.
(c) Reflects an escrow deposit applied to the payment of the purchase price
which the Company had previously recorded in "Timber, timberlands and
related facilities."
(d) Reflects the $1,100,000,000 loan obtained as the primary funding of the
asset purchase. The loan was made under a Credit Agreement between the
Company and a group of banks providing for a revolving loan and a term
loan. The revolving loan provides for borrowings of up to $1,000,000,000
in principal amount to mature on May 15, 2001, and had an initial
outstanding principal balance of $500,000,000. The term loan is in the
principal amount of $600,000,000 to mature on May 15, 1998. The initial
weighted average interest rates per annum for indebtedness outstanding
under the revolving loan and the term loan are 5.75% and 5.72%,
respectively. The amount of $200,000,000 reflected in "Current debt"
corresponds to the anticipated sale of "Assets held for sale" discussed
in Note (b) above and concurrent pay down of a portion of the term loan
upon such sale with the net proceeds therefrom as required by the Credit
Agreement. Interest expense does not include any adjustments for
interest on debt attributable to the "Assets held for sale" as these
costs are reimbursable expenses pursuant to the agreement with the
purchaser.
(e) Reflects excess loan proceeds.
(f) Excluded from the initial purchase price are post closing purchase price
adjustments, which, at June 10, 1996, approximate an additional
$10,000,000, including approximately $7,000,000 for inventories.
(g) Reflects additional timber depletion and road amortization expense
attributable to the increase in the cost basis for the Company, as
compared to Cavenham, of timber and roads as a result of the purchase
transaction.
(h) Reflects the increase in interest expense related to the increase in debt
discussed in Note (d) above.
(i) Reflects the related tax effects of the pro forma adjustments at the
Company's effective tax rate.
