<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
June 30, 1996
Commission File Number 0-3730
Willamette Industries, Inc.
(Exact name of registrant as specified in its charter)
State of Oregon 93-0312940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, 50 cent par value: 55,260,739, August 12, 1996.
<PAGE>
<TABLE>
<CAPTION>
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED BALANCE SHEETS PART I
(DOLLAR AMOUNTS, EXCEPT PER SHARE AMOUNTS, IN THOUSANDS) ITEM 1
JUNE 30, DECEMBER 31,
ASSETS 1996 1995
------ --------- ------
<S> <C> <C>
Current assets:
Cash $ 53,643 17,961
Accounts receivable, less allowance
for doubtful accounts of $5,444 and $5,446 307,911 314,070
Inventories (Note 2) 346,971 391,358
Prepaid expenses and deposits on timber cutting contracts 37,328 51,448
Assets held for sale (Note 3) 199,626 -
------- -------
Total current assets 945,479 774,837
Timber, timberlands and related facilities, net (Note 3) 1,461,180 518,873
Property, plant and equipment, at cost less
accumulated depreciation of $1,605,219 and $1,494,383 2,133,635 2,054,868
Other assets 72,035 64,977
--------- ---------
$ 4,612,329 3,413,555
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments on long-term debt $ 3,435 29,598
Notes payable (Note 3) 220,000 51,000
Accounts payable, includes book overdrafts
of $49,602 and $58,158 165,018 180,176
Accrued expenses 152,723 130,269
Accrued income taxes 16,296 24,536
--------- ---------
Total current liabilities 557,472 415,579
Deferred income taxes 342,222 330,142
Other liabilities 29,826 30,734
Long-term debt, net of current installments (Notes 3 & 4) 1,747,595 790,210
Stockholders' equity:
Preferred stock, cumulative, of $.50 par value.
Authorized 5,000,000 shares. - -
Common stock, $.50 par value. Authorized 150,000,000
shares; issued 55,253,569 and 55,223,706 shares. 27,627 27,612
Capital surplus 301,682 300,757
Retained earnings 1,605,905 1,518,521
--------- ---------
Total stockholders' equity 1,935,214 1,846,890
--------- ---------
$ 4,612,329 3,413,555
========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED STATEMENTS OF EARNINGS PART I
(DOLLAR AMOUNTS, EXCEPT PER SHARE AMOUNTS, IN THOUSANDS) ITEM 1
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ----------------------
1996 1995 1996 1995
------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 858,792 1,003,547 1,724,904 1,904,185
Cost of sales 704,807 714,558 1,382,973 1,385,367
---------- --------- --------- ---------
Gross profit 153,985 288,989 341,931 518,818
Selling and administrative expenses 55,640 52,079 110,790 101,481
---------- --------- --------- ---------
Operating earnings 98,345 236,910 231,141 417,337
Other income 969 504 1,173 389
---------- --------- --------- ---------
99,314 237,414 232,314 417,726
Interest expense 21,106 18,964 35,192 38,165
---------- --------- --------- ---------
Earnings before taxes 78,208 218,450 197,122 379,561
Provision for income taxes 29,954 84,103 75,498 146,131
---------- --------- --------- ---------
Net earnings $ 48,254 134,347 121,624 233,430
========== ========= ========= =========
Weighted average number of
shares outstanding 55,241,935 55,066,119 55,233,052 55,054,527
========== ========== ========== ==========
Per share information:
Net earnings $ 0.87 2.44 2.20 4.24
========== ========== ========== ==========
Dividends $ 0.31 0.27 0.62 0.54
========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS PART I
(DOLLAR AMOUNTS IN THOUSANDS) ITEM 1
SIX MONTHS ENDED
JUNE 30,
------------------------
1996 1995
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 121,624 233,430
Adjustments to reconcile net earnings to net cash
from operating activities:
Depreciation 119,731 105,243
Cost of fee timber harvested 16,295 11,674
Other amortization 4,613 3,099
Increase in deferred income taxes 12,080 52,668
Changes in working capital items:
Accounts receivable 6,159 (89,514)
Inventories 58,984 (78,048)
Prepaid expenses and timber deposits 14,120 (5,619)
Accounts payable and accrued expenses (8,140) 48,861
Accrued income taxes (8,240) 3,930
Assets held for sale (Note 3) (199,626) -
--------- -------
Net cash from operating activities 137,600 285,724
--------- -------
Cash flows from investing activities:
Proceeds from sale of equipment 532 465
Expenditures for property, plant and equipment (191,330) (204,457)
Expenditures for timber and timberlands, net (7,749) (14,805)
Expenditures for roads and reforestation (4,375) (3,395)
Acquisition of Cavenham (Note 3) (957,385) -
Other (8,466) (5,245)
---------- -------
Net cash from investing activities (1,168,773) (227,437)
---------- --------
Cash flows from financing activities:
Debt borrowing 1,128,211 72,865
Proceeds from sale of common stock 873 1,957
Cash dividends paid (34,240) (29,720)
Payment on debt (27,989) (100,482)
--------- --------
Net cash from financing activities 1,066,855 (55,380)
--------- --------
Net change in cash 35,682 2,907
Cash at beginning of period 17,961 12,798
--------- --------
Cash at end of period $ 53,643 15,705
========= ========
Supplemental disclosures of cash flow information: Cash paid during the year
for:
Interest (net of amount capitalized) $ 34,671 39,277
========= ========
Income taxes $ 71,277 89,533
========= ========
</TABLE>
<PAGE>
FORM 10-Q
PART I
ITEM 1
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
Note 1 The information furnished in this report reflects all
adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim periods
presented.
Note 2 The components of inventories are as follows (thousands of
dollars):
June 30, December 31,
1996 1995
-------- --------
Finished product $ 94,692 98,055
Work in process 6,852 7,712
Raw material 170,625 212,651
Supplies 74,802 72,940
-------- --------
$ 346,971 391,358
======== ========
Note 3 On May 15, 1996, the Company acquired approximately 602,000 acres
of timberland, a sawmill and related assets in Louisiana and the
Pacific Northwest from Hanson Natural Resources Company, an
affiliate of Hanson plc. (the "Cavenham acquisition"). The
purchase price for the properties was $1.145 billion. The Company
has entered into a contract to convey approximately 56,000 acres
of the Oregon timberland included in the Cavenham acquisition to
a third party for approximately $198 million, plus certain
expenses incurred by the Company, and is reflected herein as
"Assets held for sale." After giving effect to the sale to third
parties, the Company acquired 546,000 acres of timberland, a
sawmill and related assets for $947 million, plus post-closing
adjustments which, at June 30, 1996, approximate $10 million.
The Company funded the acquisition from cash and $1.1 billion
of borrowing under a Credit Agreement among 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 $1.0
billion in principal amount to mature on May 15, 2001, and had
an initial outstanding principal balance of $500 million ($450
million at June 30, 1996). The term loan is in the principal
amount of $600 million to mature on May 15, 1998. The weighted
average interest rates per annum for the indebtedness
outstanding under the revolving loan and term loan at June 30,
1996 were 5.75% and 5.72%, respectively. $200 million of the
term loan is reflected in "Notes payable" and corresponds to
the anticipated sale of the "Assets held for sale" and
concurrent paydown 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. The remaining $400 million of
the term loan was prepaid on July 1, 1996 with the proceeds of
the issuance of public debt discussed in Note 4.
The purchase price of the 546,000 acres of timberland and
related assets that the Company retained was allocated as
follows:
Purchase price $ 957,385
=======
Timber, timberlands and
related facilities, net $ 950,723
Property, plant and equipment 7,720
Inventories 14,597
Liabilities (15,655)
-------
$ 957,385
=======
Note 4 On July 1, 1996, the Company issued $400 million in debentures,
$200 million at 7.85% due July 1, 2026 and $200 million at 7.35%
due July 1, 2026. The holders of the 7.35% debentures may elect
to have such debentures repaid on July 1, 2006. The proceeds of
the sale were used to reduce indebtedness under the term loan
made pursuant to the Credit Agreement relating to the Cavenham
acquisition.
Other notes have been omitted pursuant to Rule 10-01(a)(5) of
Regulation S-X.
<PAGE>
FORM 10-Q
PART I
ITEM 2
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
JUNE 30, 1996
The Company's two basic businesses, paper products and building materials,
are affected by changes in general economic conditions. Paper product
sales and earnings tend to follow the general economy. Building materials
activity is closely related to new housing starts and to the availability
and terms of financing for construction. Both industry segments use timber
as the basic raw material. The cost of timber is sensitive to various
supply and demand factors, including environmental issues affecting log
supply.
RESULTS OF OPERATIONS
2nd Quarter 1996 vs. 2nd Quarter 1995
Net sales decreased 14.4% in the second quarter of 1996 compared with the
second quarter of 1995. Total paper product sales decreased by 18.8% in
the second quarter of 1996 compared with the second quarter of 1995 as a
result of sales price realizations significantly decreasing in all paper
product lines, the smallest decrease being 16.1%. Pricing pressures in all
product lines continued from the first quarter as paper inventory excesses
were corrected. The Company has worked off its excess inventory and is now
operating at normal inventory levels. Copy paper markets are experiencing
stronger demand with volume increases of 29.2% in the second quarter of
1996 compared with the second quarter of 1995. While continuous forms
markets are strengthening from the first quarter of 1996, they showed a
4.1% decrease in units shipped in the second quarter of 1996 versus 1995.
In addition, for unbleached paper product lines, sales volume increased
3.1% in the corrugated container line, but decreased 13.2% in the paper
bag line.
Building materials sales decreased 3.3% compared with the second quarter
of 1995. Lumber markets improved in the second quarter of 1996 due to
strong housing starts as both sales price realizations and unit shipments
increased over the second quarter of 1995 by 2.1% and 13.2%, respectively.
A significant portion of the volume increase is attributable to the
Warrenton, Oregon Sawmill purchased in the Cavenham acquisition (see Note
3 in Notes to Consolidated Financial Statements). In addition, medium
density fiberboard ("MDF") reflected unit shipment increases over the
second quarter of 1995 of 22.9%, primarily attributable to the late March
start-up of the newly-converted Eugene, Oregon plant. The MDF volume
increase was offset by a sales price realization decrease of 18.4%. The
Company also began producing oriented strand board ("OSB") in late April
at its new Arcadia, Louisiana plant. The supply and demand imbalance
created from the construction of several new structural panel and
composite board plants continued in the second quarter of 1996, reflecting
decreases in both prices and unit shipments of plywood.
Gross profit margins decreased to 17.9% in the second quarter of 1996 from
28.8% in the second quarter of 1995. Paper product gross margins decreased
to 19.5% from 30.7% in the second quarter of 1995 as average sales prices
declined in all paper product lines and additional down time was incurred
for the Marlboro County, North Carolina pulp mill expansion. Partially
offsetting the unfavorable sales prices was the decline of old corrugated
container (OCC) prices in the second quarter of 1996 by nearly 58%
compared with the same period in 1995. Building materials gross margins
were 14.6% in the second quarter of 1996 which is down from the 24.2%
margin realized in the second quarter of 1995. The decrease in margin is
primarily the result of declining prices in the second quarter of 1996
compared to 1995 as well as start-up costs associated with the Eugene,
Oregon MDF plant and the OSB plant in Arcadia, Louisiana.
Selling and administrative expenses increased $3.6 million or 6.8% mostly
due to expansion of Company operations. The ratio of selling and
administrative expenses to net sales increased to 6.5% for the second
quarter of 1996 compared with 5.2% for the same period in 1995. The
increase in the ratio was due primarily to lower net sales as well as
higher selling and administrative expenses.
Interest expense was $21.1 million in the second quarter of 1996 compared
with $19.0 million in the second quarter of 1995. Interest expense
increased due to increased borrowings in connection with the Cavenham
acquisition. The effect on interest expense due to the increase in the
outstanding debt was partially offset by the Company's effective interest
rate on average outstanding debt decreasing from 7.92% for the second
quarter of 1995 to 6.85% for the same period in 1996. In addition,
capitalized interest increased to $2.1 million in the second quarter of
1996 compared with $1.2 million in the same period of 1995.
<PAGE>
Six Months ended June 30, 1996 vs.
Six Months ended June 30, 1995
Net sales decreased 9.4% in the first six months of 1996 from the
comparable period of 1995. Total paper product sales decreased by 8.8% as
a result of sales price realization decreases in all paper product lines.
This decrease was partially offset by volume shipment increases in cut
sheet copy paper of 35.2% in the first six months of 1996 compared with
the same period of a year ago. Building materials sales decreased 10.9% in
the six months ended June 30, 1996 as decreases in sales price
realizations in all lines more than offset increases in sales volumes.
Volume increases were primarily the result of the addition of the
Warrenton sawmill, the new Oregon MDF plant and Louisiana OSB plant.
The gross profit margin was 19.8% for the six months ended June 30, 1996
compared to 27.2% for the comparable period in 1995. Paper product gross
margins were 22.7% for the first six months of 1996 compared with 28.8%
for the six months ended June 30, 1995, reflecting primarily lower sales
price realizations and downtime due to the Marlboro County, North Carolina
pulp mill expansion. Declines in OCC prices had a positive impact on gross
margins as they decreased 50.9% for the six months ended June 30, 1996
compared to 1995. Building materials gross profit margins decreased to
12.7% compared with 23.7% in the first six months of 1995. The decrease in
building materials margins was the result of lower sales price
realizations and start up costs associated with the Company's new OSB and
MDF plants in the current year.
Selling and administrative expenses increased to 6.4% of net sales in the
first six months of 1996 compared with 5.3% for the same period in 1995.
The increase was due primarily to lower net sales as well as higher
selling and administrative expenses from expansion of Company operations.
Interest expense was $35.2 million in the first six months of 1996
compared to $38.2 million in the first six months of 1995. Although total
debt increased significantly on May 15, 1996 with the Cavenham
acquisition, the Company's average outstanding debt and effective interest
rate was significantly lower for the first four and a half months of 1996
compared to 1995. In the first quarter of 1996, the Company's average
outstanding debt decreased $180.6 million from the first quarter of 1995.
The Company's effective interest rate on average outstanding debt
decreased from 7.96% for the first half of 1995 to 7.15% for the same
period in 1996. Additionally, capitalized interest increased to $4.6
million in the first half of 1996 compared with $2.7 million in the same
period of 1995.
Financial Condition as of June 30, 1996
During the first six months of 1996, the Company had capital expenditures
of $203.4 million that were funded by internally generated cash flows.
Cash flows from operating activities, net of assets held for sale,
increased $51.5 million or 18.0% in the first six months of 1996 from the
comparable period in 1995 mainly due to reductions in outstanding accounts
receivable and inventory levels. Assets held for sale are excluded as they
were obtained through third party financing which will be repaid upon the
sale.
On May 15, 1996, the Company acquired approximately 602,000 acres of
timberland, a sawmill and related assets in Louisiana and the Pacific
Northwest for $1.145 billion. The Company has entered into a contract to
convey approximately 56,000 acres of the Oregon timberland included in the
Cavenham acquisition to a third party for approximately $198 million, plus
certain expenses incurred by the Company, and are reflected in current
assets as "Assets held for sale." The Company funded the acquisition from
cash and $1.1 billion of borrowing under a Credit Agreement among the
Company and a group of banks providing for a revolving loan and a term
loan. The total debt to capital ratio has increased to 50.5% at June 30,
1996 from 32.0% at December 31, 1995 due to the Cavenham Acquisition. The
total debt to capital ratio, excluding the $200 million classified as
"Notes payable" to be repaid upon the sale of the related assets, is
47.8%. Willamette anticipates it can maintain its present course of
capital spending over the next three years and still bring its debt to
capital ratio back to below 40% by 1999. Despite a significant increase in
the Company's debt to capital ratio, rating agencies have maintained the
Company's credit rating in the "A" range, thereby preserving our cost of
capital. Net working capital increased to $388.0 million at June 30, 1996
from $359.3 million at December 31, 1995.
On July 1, 1996, the Company issued $400 million in debentures, $200
million at 7.85% due July 1, 2026 and $200 million at 7.35% due July 1,
2026. The holders of the 7.35% debentures may elect to have such
debentures repaid on July 1, 2006. The proceeds of the sale were used to
reduce indebtedness under the term loan used to fund the Cavenham
acquisition, thus the debenture issuance had no effect on the Company's
total debt to capital ratio. The Company believes it has the resources
available to meet its short-term and long-term liquidity requirements.
Resources include internally generated funds, short-term borrowing
agreements and the unused portion of the revolving loan available under
the Credit Agreement.
In August, 1995, the Board of Directors of the Company authorized the
repurchase of up to $100 million of the Company's common stock. As of June
30, 1996, the Company had repurchased 50,000 shares of its common stock
for $2.7 million.
On August 1, 1996, the Board of Directors of the Company voted to pay a
quarterly cash dividend of $.31 share in the third quarter of 1996;
however, there is no assurance to future dividends as they are dependent
upon earnings, capital requirements and financial condition.
Forward-looking statements
Statements contained in this report that are not historical in nature,
including the discussion of the anticipated reduction in the Company's
debt to capital ratio and the adequacy of the Company's liquidity
resources, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are subject to risks and uncertainties that may cause actual
future results to differ materially. Such risks and uncertainties with
respect to the Company include the effect of general economic conditions;
the level of new housing starts and remodeling activity; the availability
and terms of financing for construction; competitive factors, including
pricing pressures; the cost and availability of wood fiber; the effect of
natural disasters on the Company's timberland; and the impact of
environmental regulations and the construction and other costs associated
with complying with such regulations.
<PAGE>
FORM 10-Q
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Exhibit
3.2 By-laws of the Company
as amended through
August 1, 1996.
12 Computation of
Ratio of Earnings
to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K
On May 29, 1996 the Company filed a current report on
Form 8-K, (the "Current Report") reporting under Item 2 the acquisition of
timberland, a sawmill and related assets from Cavenham Energy Resources
Inc., Cavenham Forest Industries Inc. and Hanson Natural Resources
Company.
On June 10, 1996, the Company filed Amendment No. 1 to
the Current Report to file under item 7 required pro-forma financial
information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLAMETTE INDUSTRIES, INC.
By /s/J. A. Parsons
J. A. Parsons
Executive Vice President
Principal Financial Officer)
Date: August 13, 1996
<PAGE>
<PAGE>
Exhibit 3.2
BYLAWS
OF
WILLAMETTE INDUSTRIES, INC.
AS AMENDED THROUGH
AUGUST 1, 1996
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal Office. . . . . . . . . . . . . . . . . . . . 1
Section 2. Registered Office . . . . . . . . . . . . . . . . . . . 1
ARTICLE II Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Annual Meeting. . . . . . . . . . . . . . . . . . . . . 1
Section 2. Special Meetings. . . . . . . . . . . . . . . . . . . . 2
Section 3. Place of Meeting. . . . . . . . . . . . . . . . . . . . 2
Section 4. Notice of Meeting . . . . . . . . . . . . . . . . . . . 2
Section 5. Quorum; Manner of Acting. . . . . . . . . . . . . . . . 3
Section 6. Proxies . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 7. Voting of Shares. . . . . . . . . . . . . . . . . . . . 4
Section 8. Acceptance of Votes . . . . . . . . . . . . . . . . . . 4
ARTICLE III Board of Directors . . . . . . . . . . . . . . . . . . . . . . 5
Section 1. General Powers . . . . . . . . . . . . . . . . . . . . . 5
Section 2. Number, Tenure and Classification. . . . . . . . . . . . 5
Section 3. Regular Meetings . . . . . . . . . . . . . . . . . . . . 6
Section 4. Special Meetings . . . . . . . . . . . . . . . . . . . . 6
Section 5. Notice; Waiver . . . . . . . . . . . . . . . . . . . . . 6
Section 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 7. Manner of Acting . . . . . . . . . . . . . . . . . . . . 8
Section 8. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . 8
Section 9. Presumption of Assent. . . . . . . . . . . . . . . . . . 8
Section 10. Removal of Directors. . . . . . . . . . . . . . . . . . 9
Section 11. Compensation. . . . . . . . . . . . . . . . . . . . . . 9
Section 12. Retirement. . . . . . . . . . . . . . . . . . . . . . . 9
Section 13. Emeritus Director . . . . . . . . . . . . . . . . . . . 9
Section 14. Action Without a Meeting. . . . . . . . . . . . . . . . 10
Section 15. Telephonic Meetings . . . . . . . . . . . . . . . . . . 10
Section 16. Notification of Nominations . . . . . . . . . . . . . . 10
ARTICLE IV
Executive Committee
and Other Committees. . . . . . . . . . . . . 12
Section 1. Appointment. . . . . . . . . . . . . . . . . . . . . . . 12
Section 2. Authority. . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3. Tenure and Qualifications. . . . . . . . . . . . . . . . 13
Section 4. Meetings; Notice; Waiver . . . . . . . . . . . . . . . . 13
Section 5. Quorum; Manner of Acting . . . . . . . . . . . . . . . . 14
Section 6. Action Without a Meeting . . . . . . . . . . . . . . . . 14
Section 7. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8. Resignations and Removal . . . . . . . . . . . . . . . . 14
Section 9. Procedure. . . . . . . . . . . . . . . . . . . . . . . . 15
Section 10. Appointment of Other Committees of the Board of
Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 11. Appointment of Other Committees . . . . . . . . . . . . 15
ARTICLE V
Officers. . . . . . . . . . . . . . . . 16
Section 1. Number . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2. Appointment and Term of Office . . . . . . . . . . . . . 17
Section 3. Removal. . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . 17
Section 5. Chairman of the Board. . . . . . . . . . . . . . . . . . 17
Section 6. President and Chief Executive Officer. . . . . . . . . . 18
Section 7. Executive Vice-Presidents. . . . . . . . . . . . . . . . 19
Section 8. Vice-Presidents. . . . . . . . . . . . . . . . . . . . . 19
Section 9. Chief Financial Officer. . . . . . . . . . . . . . . . . 19
Section 10. Secretary . . . . . . . . . . . . . . . . . . . . . . . 20
Section 11. Treasurer . . . . . . . . . . . . . . . . . . . . . . . 20
Section 12. Salaries. . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE VI
Contracts, Loans, Checks and Deposits . . . . . . . . 21
Section 1. Contracts. . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2. Loans. . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 3. Checks, Drafts, etc. . . . . . . . . . . . . . . . . . . 22
Section 4. Deposits . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE VII
Certificates For Shares and Their Transfer . . . . . . . 22
Section 1. Certificates for Shares. . . . . . . . . . . . . . . . . 22
Section 2. Transfer of Shares . . . . . . . . . . . . . . . . . . . 23
Section 3. Replacement of Certificates. . . . . . . . . . . . . . . 23
Section 4. Transfer Agents and Registrars . . . . . . . . . . . . . 24
ARTICLE VIII
Seal. . . . . . . . . . . . . . . . . 24
ARTICLE IX
Fiscal Year. . . . . . . . . . . . . . . 25
ARTICLE X
Amendments . . . . . . . . . . . . . . . 25
<PAGE>
BYLAWS
OF
WILLAMETTE INDUSTRIES, INC.
AS AMENDED THROUGH
AUGUST 1, 1996
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the
corporation in the State of Oregon shall be located in the City of Portland,
County of Multnomah. The corporation may have such other offices, either
within or without the State of Oregon, as the board of directors may designate
or as the business of the corporation may require from time to time.
Section 2. Registered Office. The registered office of the
corporation required by the Oregon Business Corporation Act ("Act") to be
maintained in the State of Oregon may be, but need not be, the same as any of
its places of business in the State of Oregon, and the location of the
registered office may be changed from time to time by the board of directors
or the registered agent of the corporation.
ARTICLE II
Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the third Tuesday in April at 10 a.m., for the
purpose of electing directors and for the transaction of such other business
as may come before the meeting.
Section 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, may be called by the chairman of
the board, by the president and chief executive officer or by the board of
directors, and shall be called by the chairman of the board if one or more
written demands for a meeting describing the purpose or purposes for which it
is to be held are signed, dated and delivered to the secretary of the
corporation by the holders of at least 10 percent of all votes entitled to be
cast on any issue proposed to be considered at the meeting.
Section 3. Place of Meeting. The board of directors shall
determine the place of meeting for all annual and special meetings of the
shareholders. In the absence of any such determination, all meetings of
shareholders shall be held at the principal office of the corporation in the
State of Oregon.
Section 4. Notice of Meeting. Written or printed notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not
earlier than 60 nor less than ten days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of the board,
the president and chief executive officer or the secretary, or the persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be effective when deposited in the
United States mail, addressed to the shareholder at his address as shown in
the corporation's current record of shareholders, with postage thereon
prepaid. If a meeting is adjourned to a different date, time or place
announced at the meeting before adjournment, notice need not be given of the
new date, time or place unless a new record date is or must be fixed for the
adjourned meeting.
Section 5. Quorum; Manner of Acting. Shares entitled to vote as
a separate voting group may take action on a matter only if a quorum of those
shares exists with respect to the matter. A majority of the votes entitled to
be cast on the matter by voting group, represented in person or by proxy,
shall constitute a quorum of that voting group for action on that matter. If
a quorum exists, action on a matter, other than the election of directors,
shall be approved by a voting group if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action unless the Act
requires a greater number of affirmative votes. Directors shall be elected by
a plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present. Once a share is represented for
any purpose at a meeting, it shall be deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of the meeting unless a
new record date is or must be set for the adjourned meeting.
Section 6. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 7. Voting of Shares. Each outstanding share of the
corporation's common stock shall be entitled to one vote upon each matter
submitted to a vote at a meeting of the shareholders except that shares owned,
directly or indirectly, by another corporation in which the corporation owns,
directly or indirectly, a majority of the shares entitled to vote for the
election of directors of such other corporation shall not be voted at any
meeting or counted in determining the total number of outstanding shares at
any given time.
Section 8. Acceptance of Votes. If the name signed on a vote,
consent, waiver or proxy appointment corresponds to the name of a shareholder,
the corporation shall be entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of its shareholder, the corporation shall
nevertheless be entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder if:
a. The shareholder is an entity and the name signed
purports to be that of an officer or agent of the entity.
b. The name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder.
c. The name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder.
d. The name signed purports to be that of a pledgee,
beneficial owner or attorney-in-fact of the shareholder.
e. Two or more persons are the shareholder as cotenants or
fiduciaries, the name signed purports to be the name of at least
one of the co-owners, and the person signing appears to be acting
on behalf of all co-owners.
The corporation shall be entitled to reject a vote, consent,
waiver or proxy if the secretary or other officer of agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.
ARTICLE III
Board of Directors
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Classification. The number of
directors shall be eleven, divided into three classes, three directors to be
designated as Class A directors, four directors to be designated as Class B
directors and four directors to be designated as Class C directors. At each
annual meeting, directors to replace those whose terms expire at such annual
meeting shall be elected, each such director to hold office until the third
annual meeting next succeeding his election and until his successor is elected
or until his death, resignation, retirement or removal.
Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The
board of directors may provide by resolution the time and place, either within
or without the State of Oregon, for the holding of additional regular meetings
without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman of the board or
any two directors. The person or persons authorized to call special meetings
of the board of directors may fix any place, either within or without the
State of Oregon, as the place for holding any special meeting of the board of
directors called by them.
Section 5. Notice; Waiver. Notice of the time, date and place of
any special meeting shall be given at least ten days previously thereto,
orally or by written notice delivered personally or given by telegraph,
teletype or other form of wire communication, or by mail or private carrier,
to each director at his business address. Oral notice shall be effective when
communicated if communicated in a comprehensible manner and written notice
shall be effective at the earliest of the following: (a) when received,
(b) five days after its deposit in the United States mail, as evidenced by the
postmark, if mailed postpaid and correctly addressed, and (c) on the date
shown on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director.
A director's attendance at, or participation in, a meeting shall constitute a
waiver of notice of such meeting, except where a director at the beginning of
the meeting, or promptly upon the director's arrival, objects to holding of
the meeting or the transacting of business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. A written
waiver of notice of a meeting signed by the director or directors entitled to
such notice, whether before or after the time stated therein, which specifies
the meeting for which notice is waived and which is filed with the minutes or
corporate records shall be equivalent to the giving of such notice. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.
Section 6. Quorum. A majority of the number of directors fixed
by Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the board of directors, but, if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The affirmative vote of a majority
of the directors present at a meeting at which a quorum is present shall be
the act of the board of directors.
Section 8. Vacancies. Any vacancy occurring in the board of
directors, including a vacancy resulting from an increase in the number of
directors, may be filled by the board of directors or, if the remaining
directors constitute fewer than a quorum, by the affirmative vote of a
majority of all the remaining directors. The term of a director elected to
fill a vacancy shall expire at the next shareholders' meeting at which
directors are elected.
Section 9. Presumption of Assent. A director who is present at a
meeting of the board of directors at which corporate action is taken shall be
deemed to have assented to the action taken, unless (a) the director objects
at the beginning of the meeting, or promptly upon the director's arrival, to
holding the meeting or transacting business at the meeting; (b) the director's
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (c) the director delivers written notice of dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. Such right to
dissent or abstain shall not apply to a director who voted in favor of such
action.
Section 10. Removal of Directors. All or any number of the
directors of the corporation may be removed, with or without cause, at a
meeting called expressly for that purpose, by the affirmative vote of the
holders of not less than 80 percent of the outstanding shares of capital stock
of the corporation.
Section 11. Compensation. By resolution of the board of
directors, each director may be paid an annual fee as director and, in
addition thereto, a fixed sum for attendance at each meeting of the board of
directors and executive committee or other committees and his expenses, if
any, of attendance at any such meeting. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 12. Retirement. Each director shall retire from the
board of directors on the date of the regular quarterly meeting of directors
next following the date on which he attains the age of 72 and shall not be
eligible thereafter for reelection.
Section 13. Emeritus Director. The board of directors may elect
one or more emeritus directors to serve at the pleasure of the board of
directors. Persons eligible to serve as emeritus directors shall be former
directors of this corporation or of a predecessor corporation; an emeritus
director shall be entitled to attend meetings of the board of directors but
shall not be entitled to vote on any matter submitted to the board of
directors. The board of directors shall fix the compensation to be paid each
emeritus director. Notice of any meeting of the board of directors need not
be given to an emeritus director, and he shall not be counted for a quorum of
the board of directors.
Section 14. Action Without a Meeting. Any action that may be
taken by the board of directors at a meeting may be taken without a meeting if
one or more consents in writing describing the action so taken shall be signed
by all the directors and included in the minutes or filed with the corporate
records reflecting the action taken.
Section 15. Telephonic Meetings. Meetings of the board of
directors, or of any committee designated by the board of directors, may be
held by means of conference telephone or any other means of communication by
which all directors participating in the meeting can hear each other
simultaneously during the meeting, and such participation shall constitute
presence in person at the meeting.
Section 16. Notification of Nominations. Nominations for the
election of directors may be made by the board of directors or a proxy
committee appointed by the board of directors or by any shareholder entitled
to vote in the election of directors generally. However, any shareholder
entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if written notice of
such shareholder's intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage prepaid,
to the secretary of the corporation not later than (i) with respect to an
election to be held at an annual meeting of shareholders, 90 days in advance
of such meeting, and (ii) with respect to an election to be held at a special
meeting of shareholders for the election of directors, the close of business
on the seventh day following the date on which notice of such meeting is first
given to shareholders. Each such notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the shareholder
is a holder of record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (d) such
other information regarding each nominee proposed by such shareholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the board of directors; and (e) the
consent of each nominee to serve as a director of the corporation if so
elected. The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
ARTICLE IV
Executive Committee
and Other Committees
Section 1. Appointment. The board of directors by resolution
adopted by a majority of the full board may appoint an executive committee to
consist of a chairman and two or more other directors. The chairman of the
committee shall be a director and shall be selected by the board of directors
from the members of the executive committee. The designation of such
committee and the delegation thereto of authority shall not operate to relieve
the board of directors, or any member thereof, of any responsibility imposed
by law.
Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except
also that neither the executive committee nor any other committee of the board
of directors appointed pursuant to Section 10 of this Article IV shall have
the authority to (a) authorize distributions; (b) approve or propose to
shareholders actions required by the Act to be approved by shareholders;
(c) fill vacancies on the board of directors or any of its committees;
(d) amend articles of incorporation; (e) adopt, amend or repeal bylaws;
(f) approve a plan of merger not requiring shareholder approval; (g) authorize
or approve reacquisition of shares, except according to a formula or method
prescribed by the board of directors; or (h) authorize or approve the issuance
or sale or contract for sale of shares, or determine the designation and
relative rights, preferences and limitations of a class or series of shares,
except that the board of directors may authorize a committee or a senior
executive officer of the corporation to do so within limits specifically
prescribed by the board of directors.
Section 3. Tenure and Qualifications. Each member of the
executive committee shall hold office until the next regular annual meeting of
the board of directors following his appointment and until his successor is
appointed as a member of the executive committee.
Section 4. Meetings; Notice; Waiver. Regular meetings of the
executive committee or any other committee of the board of directors appointed
pursuant to Section 10 of this Article IV may be held without notice at such
times and places as the committee may fix from time to time by resolution.
Special meetings of the executive committee or any such other committee may be
called by any member thereof upon not less than two days' notice stating the
place, date and hour of the meeting. The provisions of Section 5 of
Article III shall apply to the method for giving of notice of special meetings
of the executive committee or any such other committee and to the waiver of
notice of any such meetings. The notice of a meeting of the executive
committee or any such other committee need not state the business proposed to
be transacted at the meeting.
Section 5. Quorum; Manner of Acting. A majority of the members
of the executive committee or any such other committee shall constitute a
quorum for the transaction of business at any meeting thereof, and the act of
a majority of the members present at a meeting at which a quorum is present
shall be the act of the committee.
Section 6. Action Without a Meeting. Any action that may be
taken by the executive committee or any such other committee at a meeting may
be taken without a meeting if one or more consents in writing describing the
action so taken shall be signed by all the members of the committee and
included in the minutes of the committee or filed with the corporate records
reflecting the action so taken.
Section 7. Vacancies. Any vacancy in the executive committee or
any such other committee may be filled by a resolution adopted by a majority
of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive
committee or any such other committee may be removed at any time with or
without cause by resolution adopted by a majority of the full board of
directors. Any member of the executive committee or any such other committee
may resign as a member of the committee at any time by giving written notice
to the chairman of the board or secretary of the corporation, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 9. Procedure. The chairman of the executive committee
shall be the presiding officer of the executive committee. The executive
committee and any such other committee shall fix its own rules of procedure
which shall not be inconsistent with these bylaws. The committee shall keep
regular minutes of its proceedings and report the same to the board of
directors for its information at the meeting thereof held next after the
proceedings shall have been taken.
Section 10. Appointment of Other Committees of the Board of
Directors. The board of directors may from time to time by resolution adopted
by a majority of the full board, create any other committee or committees of
the board of directors and appoint members of the board to serve thereon.
Each such committee shall have two or more members and, to the extent
specified by the board of directors, may exercise the powers of the board
subject to the limitations set forth in Section 2 of this Article IV.
Section 11. Appointment of Other Committees. The board of
directors or the executive committee or, pursuant to the authority of the
board of directors or the executive committee, the chairman of the board may
from time to time create and appoint any other committee or committees, or
subcommittee or subcommittees, whether composed of directors, officers or
employees, with such duties, responsibilities and authority as may be
prescribed by the board of directors or the executive committee, or by the
chairman of the board pursuant to the authority of the board of directors or
of the executive committee.
Each such committee or subcommittee shall fix its own rules of
procedure. The board of directors, the executive committee or the chairman of
the board with respect to any such committee or subcommittee created and
appointed by him shall have power to change the members of any such committee
or subcommittee at any time, to fill vacancies and to dissolve any such
committee or subcommittee at any time. Any committee may appoint one or more
subcommittees, of its own members, to advise with such committee, or to
apportion the work of such committee.
ARTICLE V
Officers
Section 1. Number. The officers of the corporation shall be a
chairman of the board, a president and chief executive officer, one or more
executive vice-presidents and vice-presidents (the number of executive vice-
presidents and vice-presidents to be determined by the board of directors), a
chief financial officer, a secretary and a treasurer, each of whom shall be
appointed by the board of directors. The board of directors may from time to
time appoint such assistant officers as may be deemed necessary or desirable
for the business of the corporation. Such assistant officers shall have such
duties as may be prescribed by the board of directors and shall serve at the
pleasure of the board of directors. Any two or more offices may be held by
the same person, except the offices of president and chief executive officer
and secretary.
Section 2. Appointment and Term of Office. The officers of the
corporation shall be appointed annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
shareholders. If such appointments shall not be made at such meeting, such
appointments shall be made as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly appointed
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
Section 3. Removal. The board of directors may remove any
officer at any time with or without cause. The election or appointment of an
officer shall not of itself create contract rights; and the resignation or
removal of an officer shall not affect the contract rights, if any, of the
corporation or the officer.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
Section 5. Chairman of the Board. The chairman of the board
shall be a member of the board of directors and shall preside at meetings of
the board of directors and meetings of shareholders. He shall perform such
additional duties and exercise such authority as from time to time may be
assigned or delegated to him by the board of directors. He may sign, with the
secretary or any other proper officer of the corporation thereunto authorized
by the board of directors, certificates for shares of the corporation, and any
deeds, mortgages, bonds, contracts or other instruments which the board of
directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors or by
these bylaws to some other officer or agent of the corporation or shall be
required by law to be otherwise signed or executed.
Section 6. President and Chief Executive Officer. The president
and chief executive officer shall be a member of the board of directors, shall
be the chief executive officer of the corporation and, subject to the control
of the board of directors, shall in general supervise and control all the
business and affairs of the corporation. In the absence of the chairman of
the board he shall preside at meetings of the shareholders. He shall have
general power to execute deeds, mortgages, bonds, contracts and other
instruments for and on behalf of the corporation, except in cases where the
execution thereof shall be expressly delegated by the board of directors or by
these bylaws to some other officer or agent of the corporation or shall be
required by law to be otherwise executed. He may sign, with the secretary or
any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation.
Section 7. Executive Vice-Presidents. The executive
vice-presidents shall perform such duties and exercise such authority as from
time to time may be assigned or delegated to them by the president and chief
executive officer or the board of directors. An executive vice-president may
sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of the
corporation.
Section 8. Vice-Presidents. The vice-presidents shall perform
such duties and exercise such authority as from time to time may be assigned
or delegated to them by the president and chief executive officer, an
executive vice-president or the board of directors. One or more of the
vice-presidents may be designated senior vice-president. Any vice-president
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of the
corporation.
Section 9. Chief Financial Officer. The chief financial officer
shall be the principal financial officer of the corporation. He shall in
general perform all duties incident to the office of the chief financial
officer and such other duties as from time to time may be assigned or
delegated to him by the president and chief executive officer or the board of
directors.
Section 10. Secretary. The secretary shall: (a) keep the
minutes of the shareholders' and of the board of directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation
and see that the seal of the corporation is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (e) sign with
the chairman of the board, the president and chief executive officer, an
executive vice-president or a vice-president certificates for shares of the
corporation the issuance of which shall have been authorized by resolution of
the board of directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all the duties incident to the
office of secretary and such other duties as from time to time may be assigned
to him by the president and chief executive officer or the board of directors.
Section 11. Treasurer. The treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys in the
name of the corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of Article VI of these
bylaws; and (b) in general perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the president and chief executive officer, the chief financial officer or the
board of directors. If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the board of directors shall determine.
Section 12. Salaries. The salaries of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE VI
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation,
and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors. Such authority
may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed in such manner as shall
from time to time be determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the president and
chief executive officer or the chief financial officer of the corporation may
select.
ARTICLE VII
Certificates For Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
board of directors. Such certificates shall be signed by the chairman of the
board, the president and chief executive officer, an executive vice-president
or a vice-president and by the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors and sealed with the
corporate seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation
itself or one of its employees. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except as provided in Section 3 of this Article VII.
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation
by the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
Section 3. Replacement of Certificates. In the event of the
loss, theft, mutilation or destruction of any certificate for shares, a
duplicate thereof may be issued and delivered to the owner thereof, provided
he makes a sufficient affidavit setting forth the material facts surrounding
the loss, theft, mutilation or destruction of the original certificate and
gives a bond with corporate surety to the corporation, its officers and
agents, in an open penalty amount indemnifying the corporation, its officers
and agents, against any losses, costs and damages suffered or incurred by
reason of such loss, theft, mutilation or destruction of the original
certificate and replacement thereof.
Section 4. Transfer Agents and Registrars. The board of
directors or executive committee may provide for transfer and registration of
the stock of the corporation in Portland, Oregon, and in such other place or
places as may be deemed advisable, and for such purpose may appoint and change
from time to time the necessary transfer agents and registrars. In case there
shall be more than one transfer agent and more than one registrar, the board
of directors or executive committee may provide for the interchange of
certificates countersigned by the several transfer agents and registrars. A
transfer agent of the corporation may also be designated as the dividend
disbursing agent of the corporation. Resolutions of the board of directors or
executive committee appointing transfer agents and registrars shall provide
for such terms and conditions as may be deemed advisable, including without
limitation provisions for indemnification of the transfer agents and
registrars and instructions to them by designated officers of the corporation.
ARTICLE VIII
Seal
The board of directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, "Corporate Seal."
ARTICLE IX
Fiscal Year
The fiscal year of the corporation shall begin on the first day of
January and end on the thirty-first day of December in each year.
ARTICLE X
Amendments
These bylaws or any portion hereof may be amended by a vote of a
majority of the full board of directors at any meeting of the directors.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 12
WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------------------------------------
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest cost $ 63,986 73,776 79,194 80,807 77,237 40,827 39,833
One-third rent
expense 3,725 4,495 4,819 5,227 5,976 2,831 3,351
------- ------- ------- ------- ------- ------- -------
Total Fixed Charges $ 67,711 78,271 84,013 86,034 83,213 43,658 43,184
======= ======= ======= ======= ======= ====== ======
Add (Deduct):
Earnings before
income taxes $ 73,609 129,452 189,168 288,923 823,804 379,561 197,122
Interest capitalized (723) (7,354) (15,904) (9,294) (6,187) (2,662) (4,641)
------- ------ ------- ------- ------- ------- ------
Earnings for
Fixed Charges $ 140,597 200,369 257,277 365,663 900,830 420,557 235,665
======= ======= ======= ======= ======= ======= =======
Ratio of Earnings to
Fixed Charges 2.08 2.56 3.06 4.25 10.83 9.63 5.46
======= ======= ======= ======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S CONSOLIDATED BALANCE SHEETS AND RELATED
CONSOLIDATED STATEMENTS OF EARNINGS FOR THE PERIOD ENDED
JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 10,668
<SECURITIES> 42,975
<RECEIVABLES> 313,355
<ALLOWANCES> 5,444
<INVENTORY> 346,971
<CURRENT-ASSETS> 945,479
<PP&E> 5,200,034
<DEPRECIATION> 1,605,219
<TOTAL-ASSETS> 4,612,329
<CURRENT-LIABILITIES> 557,472
<BONDS> 1,747,595
0
0
<COMMON> 27,627
<OTHER-SE> 1,907,587
<TOTAL-LIABILITY-AND-EQUITY> 4,612,329
<SALES> 858,792
<TOTAL-REVENUES> 858,792
<CGS> 704,807
<TOTAL-COSTS> 704,807
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,106
<INCOME-PRETAX> 78,208
<INCOME-TAX> 29,954
<INCOME-CONTINUING> 48,254
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,254
<EPS-PRIMARY> .87
<EPS-DILUTED> .87
</TABLE>
