Rule 424 (b)(2)
Registration No. 333-32647
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 7, 1997
$300,000,000
WILLAMETTE INDUSTRIES, INC.
Medium-Term Notes, Series C
Due From 9 Months to 30 Years From Date of Issue
----------------------------
Willamette Industries, Inc. (the "Company") may offer from time to time
its Medium-Term Notes, Series C (the "Notes"), due from 9 months to 30 years
from the date of issue, as selected by the initial purchaser and agreed to by
the Company. The aggregate initial public offering price of the Notes offered
hereby will be limited to $300,000,000, but such limit is subject to reduction
as a result of the sale by the Company of other Debt Securities as described in
the accompanying Prospectus dated October 7, 1997 (the "Basic Prospectus").
Interest on the Fixed Rate Notes will be payable on each May 15 and
November 15 and at maturity, unless otherwise specified in the applicable
Pricing Supplement. Interest on the Floating Rate Notes will be payable monthly,
quarterly, semiannually, annually or otherwise as specified in the applicable
Pricing Supplement, and at maturity. The interest rate or manner of determining
the interest rate and initial interest rate, as applicable, for each Note will
be established by the Company at the date of issuance and will be set forth
therein and specified in the applicable Pricing Supplement. Unless otherwise
specified in the applicable Pricing Supplement, each Note will bear interest at
a fixed rate (a "Fixed Rate Note") or at a floating rate (a "Floating Rate
Note") determined by reference to the CD Rate, Commercial Paper Rate, Federal
Funds Rate, LIBOR, Prime Rate or Treasury Rate, as adjusted by the Spread or
Spread Multiplier, if any, applicable to such Note.
The Notes, when issued, will be unsecured and unsubordinated
obligations of the Company and will rank equally and ratably with other senior
unsecured indebtedness of the Company. The Notes will not be redeemable at the
option of the Company prior to their Stated Maturity unless otherwise specified
in the applicable Pricing Supplement. Unless otherwise specified in the
applicable Pricing Supplement, the Notes will be issued in fully registered form
in denominations of $1,000 or in any greater amount that is an integral multiple
of $1,000. See "Description of the Notes."
Notes will be issued in book-entry form and represented by a global
Note (a "Book-Entry Note") registered in the name of a nominee of The Depository
Trust Company, as depositary (the "Depositary"). Beneficial interests in
Book-Entry Notes will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary (with respect to participants'
interests) and its participants or persons that may hold interests through
participants (with respect to beneficial owners' interests). Notes will not be
issuable in certificated form except under the limited circumstances described
in the accompanying Basic Prospectus. See "Description of the Notes--Book-Entry
System" herein and "Description of the Debt Securities--Book-Entry Debt
Securities" in the Basic Prospectus.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY
PRICING SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------
<TABLE>
Price to Agents' Discounts Proceeds to the
Public(1) and Commissions(2) Company(2)(3)
--------- ------------------ -------------
<S> <C> <C> <C>
Per Note.......................... 100% .125%-.750% 99.875%-99.250%
Total(4)..........................$300,000,000 $375,000-$2,250,000 $299,625,000-$297,750,000
</TABLE>
- --------------
(1) Unless otherwise specified in the applicable Pricing Supplement, the Price
to Public will be 100% of the principal amount.
<PAGE>
(2) The Company will pay the Agents a commission of from .125% to .750%,
depending on maturity, of the principal amount of any Notes sold through
them as agents (or sold to such Agents as principal in circumstances in
which no other discount is agreed). The Company has agreed to indemnify
the Agents against certain liabilities, including liabilities under the
Securities Act of 1933. See "Supplemental Plan of Distribution."
(3) Before deducting other expenses payable by the Company, estimated at
$310,000, including reimbursement of certain of the Agents' expenses.
(4) Assuming no reduction in the aggregate initial public offering price of
the Notes offered hereby as a result of the sale of other Debt Securities
as described in the accompanying Basic Prospectus.
----------------------------
Offers to purchase the Notes are being solicited, on a reasonable
efforts basis, from time to time by the Agents on behalf of the Company. Notes
may be sold to the Agents on their own behalf at negotiated discounts. The
Company reserves the right to sell the Notes directly on its own behalf. The
Company also reserves the right to withdraw, cancel or modify the offer made
hereby without notice. No termination date for the offering of the Notes has
been established. The Company may also sell Notes to an Agent as principal for
resale to investors and other purchasers at varying prices related to prevailing
market prices at the time of resale to be determined by such Agent or, if so
agreed, at a fixed public offering price. The Company or the Agents may reject
any order as a whole or in part. See "Supplemental Plan of Distribution."
GOLDMAN, SACHS & CO. J.P. MORGAN & CO. SALOMON SMITH BARNEY
----------------------------
The date of this Prospectus Supplement is May 13, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "SUPPLEMENTAL PLAN OF DISTRIBUTION."
SELECTED CONSOLIDATED FINANCIAL DATA
The Selected Consolidated Financial Data below should be read in
conjunction with the more detailed information appearing in the Company's annual
report on Form 10-K for the year ended December 31, 1997, and the other
documents available as described under "Available Information" in the Basic
Prospectus. The Selected Consolidated Financial Data for each of the five years
ended December 31, 1997 have been derived from audited financial statements,
certain of which are incorporated by reference herein. The Selected Consolidated
Financial Data for the three-month periods ended March 31, 1997 and 1998 are
derived from unaudited financial statements and, in the opinion of management,
include all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the data for such periods. Results for the three-month period
ended March 31, 1998 are not necessarily indicative of the results for the full
year.
<TABLE>
====================================================================================================================================
Three Months Ended
Year Ended December 31, March 31,
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1993 1994 1995 1996 1997 1997 1998
---- ---- ---- ---- ---- ---- ----
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(Dollars in thousands)
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Summary of Earnings:
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<S> <C> <C> <C> <C> <C> <C> <C>
Net sales........................ $2,622,237 $3,007,949 $3,873,575 $3,425,173 $3,438,664 $ 855,192 $ 900,075
- ------------------------------------------------------------------------------------------------------------------------------------
Cost of sales.................... 2,191,448 2,456,437 2,777,735 2,798,282 2,967,180 745,896 775,823
--------- --------- --------- --------- --------- --------- -------
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Gross Profit................... 430,789 551,512 1,095,840 626,891 471,484 109,296 124,252
- ------------------------------------------------------------------------------------------------------------------------------------
Selling and administrative
expenses....................... 174,413 184,699 201,784 231,862 245,319 59,663 62,741
--------- --------- --------- --------- --------- --------- --------
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Operating Earnings............. 256,376 366,813 894,056 395,029 226,165 49,663 61,511
- ------------------------------------------------------------------------------------------------------------------------------------
Interest expense................. 63,290 71,513 71,050 92,804 116,990 29,143 30,572
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Other income (expense)........... (3,918) (6,377) 798 3,861 2,088 686 2,773
--------- --------- --------- --------- --------- --------- --------
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Earnings before taxes.......... 189,168 288,923 823,804 306,086 111,263 21,206 33,712
- ------------------------------------------------------------------------------------------------------------------------------------
Provision for income taxes....... 78,500 111,300 309,000 114,000 38,300 7,889 11,631
--------- --------- --------- --------- --------- --------- --------
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Earnings before accounting
changes....................... 110,668 177,623 514,804 192,086 72,963 13,317 22,081
- ------------------------------------------------------------------------------------------------------------------------------------
Accounting changes............... 26,364 -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------
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Net earnings................... $ 137,032 $ 177,623 $ 514,804 $ 192,086 $ 72,963 $ 13,317 $ 22,081
========= ========== ========== ========== ========== ========== =========
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Balance Sheet Data:
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Working capital.................. $ 157,576 $ 138,528 $ 359,258 $ 289,134 $ 308,093 $ 286,957 $ 280,041
- ------------------------------------------------------------------------------------------------------------------------------------
Long-term debt (noncurrent
portion)....................... 941,710 915,797 790,210 1,766,917 1,916,001 1,775,525 1,919,563
- ------------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity............. 1,257,870 1,387,865 1,846,890 1,976,281 1,994,480 1,972,468 1,999,831
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets..................... 2,804,553 3,033,398 3,413,555 4,720,681 4,811,055 4,700,851 4,894,841
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio of Earnings to Fixed
Charges(a)....................... 3.06 4.25 10.83 3.68 1.63 1.51 1.74
====================================================================================================================================
</TABLE>
- ----------------------------
(a) For the purposes of computing the ratio, "earnings" consist of income
before taxes plus fixed charges. "Fixed charges" consist of interest
expense plus one-third of rent expense (which is deemed to be
representative of an interest factor).
S-2
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes
(referred to in the Basic Prospectus as the "Offered Securities") supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities set forth in the Basic
Prospectus, to which description reference is hereby made. The following summary
of certain provisions of the Notes does not purport to be complete and is
qualified in its entirety by reference to the actual provisions of the Notes,
the Indenture and the applicable Pricing Supplement. The terms and conditions
set forth herein will apply to each Note unless otherwise specified in the
applicable Pricing Supplement delivered herewith. Capitalized terms used below
that are not defined herein or in the Basic Prospectus have the meaning assigned
to them in the Indenture.
GENERAL
The Notes constitute a single series for purposes of the Indenture and
may be issued in an aggregate principal amount of up to $300,000,000, none of
which has been issued at the date of this Prospectus Supplement, subject to
reduction as a result of the sale by the Company of other Debt Securities as
described in the Basic Prospectus. The Indenture does not limit the aggregate
principal amount of Debt Securities that may be issued thereunder, and Debt
Securities may be issued thereunder from time to time in one or more series up
to the aggregate principal amount from time to time authorized by the Company
for each series. The Company may, from time to time, without the consent of the
holders of the Notes, provide for the issuance of Notes or other Debt Securities
under the Indenture in addition to the $300,000,000 aggregate initial public
offering price of the Notes offered hereby. The Notes will be denominated in
U.S. dollars and issued in fully registered form only, in denominations of
$1,000 or any amount in excess thereof which is an integral multiple of $1,000.
The Notes will be unsecured unsubordinated obligations of the Company that will
rank on a parity with all other senior unsecured indebtedness of the Company
from time to time outstanding and will not be subject to any sinking fund.
The Notes are being offered on a continuous basis. Unless previously
redeemed, Notes will mature on any day (each, a "Stated Maturity") from 9 months
to 30 years from the date of issue, as selected by the initial purchaser and
agreed to by the Company. Unless otherwise specified in the applicable Pricing
Supplement, Floating Rate Notes will mature on an Interest Payment Date (as
defined below).
Interest rates offered by the Company with respect to the Notes may
differ depending upon, among other things, the aggregate principal amount of
Notes purchased in any single transaction. Interest rates or formulas and other
terms of the Notes are subject to change by the Company from time to time, but
no such change will affect any Note already issued or as to which an offer to
purchase had been accepted by the Company.
The Notes may be subject to redemption at the option of the Company
prior to maturity as set forth in the applicable Pricing Supplement.
The Indenture provision in respect of defeasance and covenant
defeasance described under "Description of the Debt Securities--Defeasance and
Covenant Defeasance" in the Basic Prospectus is applicable to the Notes.
Except as set forth under "Book-Entry System" below and under
"Description of the Debt Securities--Book-Entry Debt Securities" in the Basic
Prospectus, the Notes will be issued only as Book-Entry Notes and will not be
registrable in the name of any person other than the Depositary or its nominee.
So long as the Depositary or its nominee is the registered owner of any
Book-Entry Note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or Holder of the
S-3
<PAGE>
Book-Entry Note for all purposes under the Indenture. Payments of principal,
premium (if any) and interest on Notes registered in the name of the Depositary
or its nominee will be made in immediately available funds to the Depositary or
its nominee, as the case may be, as the registered Holder of the Book-Entry
Notes representing such Notes. The Company expects that the Depositary, upon
receipt of any payment of principal of, premium, if any, or interest on any
Book-Entry Notes, will immediately credit, on its book-entry registration and
transfer system, the accounts of participants with payments in amounts
proportionate to their respective beneficial interests in the principal or face
amount of such Book-Entry Notes as shown on the records of the Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in a Book-Entry Note held through such participants will be governed
by standing instructions and customary practices, as is now the case with
securities held for customer accounts registered in "street name," and will be
the sole responsibility of such participants.
As used in this Prospectus Supplement, "Business Day" means (a) with
respect to any Notes other than LIBOR Notes, any day that is not a Saturday or
Sunday and that is not a day on which banking institutions or trust companies in
New York City are authorized or obligated by law, regulation or executive order
to close and (b) with respect to any LIBOR Notes, any such day which is also a
day on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.
The covenant provisions of the Indenture described under the caption
"Description of the Debt Securities--Certain Covenants of the Company" in the
Basic Prospectus are applicable to the Notes.
INTEREST AND INTEREST RATE
Each Note will bear interest from its date of issue or from the last
date to which interest has been paid or duly provided for at the fixed rate per
annum stated, or at the rate per annum calculated pursuant to the interest rate
formula set forth, therein and in the applicable Pricing Supplement, until the
principal thereof is paid or made available for payment.
Each Note will bear interest at either (a) the fixed rate specified in
the applicable Pricing Supplement or (b) a variable rate determined by reference
to the interest rate basis specified in the applicable Pricing Supplement (i)
plus or minus the Spread, if any, or (ii) multiplied by the Spread Multiplier,
if any (in either case as specified in the applicable Pricing Supplement). The
"Spread" is the number of basis points specified in the applicable Pricing
Supplement as being applicable to the interest rate basis for such Floating Rate
Note, and the "Spread Multiplier" is the percentage specified in the applicable
Pricing Supplement as being applicable to the interest rate basis for such
Floating Rate Note. If specified in the applicable Pricing Supplement, any
Floating Rate Note also may have either or both of the following: (a) a maximum
numerical interest rate limitation, or ceiling, on the rate of interest which
may accrue during any interest period; and (b) a minimum numerical interest rate
limitation, or floor, on the rate of interest which may accrue during any
interest period.
The applicable Pricing Supplement relating to a Fixed Rate Note will
designate a fixed rate of interest per annum payable on such Fixed Rate Note.
The applicable Pricing Supplement relating to a Floating Rate Note will
designate one of the following interest rate bases for such Floating Rate Note:
(a) the CD Rate (a "CD Rate Note"); (b) the Commercial Paper Rate (a "Commercial
Paper Rate Note"); (c) the Federal Funds Rate (a "Federal Funds Rate Note"); (d)
LIBOR (a "LIBOR Note"); (e) the Prime Rate (a "Prime Rate Note"); (f) the
Treasury Rate (a "Treasury Rate Note"); or (g) such other interest rate basis as
is set forth in such Pricing Supplement. The "Index Maturity" for any Floating
Rate Note is the period to maturity of the instrument or obligation from which
the interest rate basis is calculated, as specified in the applicable Pricing
Supplement. The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.
S-4
<PAGE>
Interest on Notes will be payable on the applicable Interest Payment
Dates, upon redemption and at maturity. Unless otherwise specified in the
applicable Pricing Supplement, the "Interest Payment Dates" for Fixed Rate Notes
will be May 15 and November 15 of each year. If any Interest Payment Date for
any Fixed Rate Note falls on a day that is not a Business Day, the payment of
principal or interest shall be postponed to the next day that is a Business Day,
and no interest on such payment shall accrue for the period from and after the
Interest Payment Date to the date of such payment on the next succeeding
Business Day. Unless otherwise specified in the applicable Pricing Supplement
and except as provided below, the "Interest Payment Dates" for Floating Rate
Notes will be, in the case of Floating Rate Notes with a weekly or monthly
Interest Reset Date, the third Wednesday of each month or the third Wednesday of
March, June, September and December of each year, as specified in the applicable
Pricing Supplement; in the case of Floating Rate Notes with a quarterly Interest
Reset Date, the third Wednesday of March, June, September and December of each
year; in the case of Floating Rate Notes with a semi-annual Interest Reset Date,
the third Wednesday of the two months of each year specified in the applicable
Pricing Supplement; and in the case of Floating Rate Notes with an annual
Interest Reset Date, the third Wednesday of the month specified in the
applicable Pricing Supplement. If any Interest Payment Date for any Floating
Rate Note would otherwise be a day that is not a Business Day with respect to
such Floating Rate Note, such Interest Payment Date shall be postponed to the
next day that is a Business Day, except that in the case of a LIBOR Note, if
such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
Interest payable on any Interest Payment Date will be payable to the
person in whose name such Note is registered at the close of business (which, in
the case of Book-Entry Notes, shall be the Depositary) (a) unless otherwise
specified in the applicable Pricing Supplement, on the May 1 or November 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date in the case of a Fixed Rate Note, or (b) on the 15th
calendar day (whether or not a Business Day) next preceding such Interest
Payment Date in the case of a Floating Rate Note (in each case, the "Record
Date"); provided, however, that interest payable at maturity will be payable to
the person to whom principal shall be payable (which, in the case of Book-Entry
Notes, shall be the Depositary). Notwithstanding the foregoing, the first
interest payment on a Note originally issued between a Record Date and the
Interest Payment Date relating to such Record Date or on an Interest Payment
Date will be made on the Interest Payment Date following the next succeeding
Record Date to the registered owner on such next Record Date.
Interest payments on Notes will include accrued interest from and
including the date of issue or from and including the last date in respect of
which interest has been paid or made available for payment, as the case may be,
to, but excluding, the Interest Payment Date or the Stated Maturity, as the case
may be. With respect to any Floating Rate Note, accrued interest will be
calculated by multiplying the principal amount of such Floating Rate Note by an
accrued interest factor. Such accrued interest factor will be computed by adding
the interest factors calculated for each day in the period for which accrued
interest is being calculated. The interest factor (expressed as a decimal) for
each such day will be computed by dividing the interest rate (expressed as a
decimal) applicable to such day by the actual number of days in the year in the
case of Treasury Rate Notes and by 360 in the case of CD Rate Notes, Commercial
Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes.
With respect to any Floating Rate Note, the interest rate in effect on
each day will be, (i) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or, (ii) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding the most recent Interest Reset Date, subject in either
case to any maximum or minimum interest rate limitation referred to above and to
any adjustment by a Spread or a Spread Multiplier referred to above; provided,
however, that the interest rate in effect for the period from the date of issue
to the first Interest Reset Date with respect to a Floating Rate Note (the
"Initial Interest Rate") will be specified in the applicable Pricing Supplement.
FIXED RATE NOTES
Fixed Rate Notes will bear interest from the date of issue at the
annual interest rate or rates specified on the face thereof and in the
applicable Pricing Supplement. Interest on Fixed Rate Notes will be computed on
the basis of a 360-day year of twelve 30-day months.
S-5
<PAGE>
FLOATING RATE NOTES
The rate of interest on each Floating Rate Note will be reset weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified in the applicable Pricing Supplement. The Interest Reset Date will
be as follows: in the case of Floating Rate Notes (other than Treasury Rate
Notes) which reset weekly, Wednesday of each week; in the case of Treasury Rate
Notes which reset weekly, Tuesday of each week; in the case of Floating Rate
Notes which reset monthly, the third Wednesday of each month; in the case of
Floating Rate Notes which reset quarterly, the third Wednesday of March, June,
September and December; in the case of Floating Rate Notes which reset
semi-annually, the third Wednesday of the two months of each year specified in
the applicable Pricing Supplement; and in the case of Floating Rate Notes which
reset annually, the third Wednesday of the month of each year specified in the
applicable Pricing Supplement. Each such adjusted rate will be applicable on and
after the Interest Reset Date to which it relates, to, but not including, the
next succeeding Interest Reset Date or until the Stated Maturity or the date of
redemption or repayment, as the case may be. If any Interest Reset Date for any
Floating Rate Note would otherwise be a day that is not a Business Day with
respect to such Floating Rate Note, such Interest Reset Date shall be postponed
to the next day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. If any Interest
Reset Date for a Treasury Rate Note would otherwise be a day on which Treasury
bills (as defined below) are auctioned, then such Interest Reset Date shall
instead be the first Business Day immediately following such auction date.
The interest rate pertaining to each Interest Reset Date will be the
rate determined on or as of the "Interest Determination Date." The Interest
Determination Date pertaining to an Interest Reset Date for CD Rate Notes,
Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime
Rate Notes will be the second Business Day preceding such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date for a
Treasury Rate Note will be the day of the week in which such Interest Reset Date
falls on which Treasury bills are normally sold at auction. Treasury bills are
normally sold at auction on the Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that the auction may be held on the preceding Friday. If, as a result of
a legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Interest Determination Date pertaining to the Interest Reset Date for
Treasury Rate Notes occurring in the next succeeding week.
Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date" pertaining to an Interest Determination Date will be the
earlier of (i) the tenth calendar day after such Interest Determination Date or,
if any such day is not a Business Day, the next succeeding Business Day or (ii)
the Business Day immediately preceding the applicable Interest Payment Date or
the Stated Maturity, as the case may be.
All percentages resulting from any calculation with respect to Floating
Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward; and all
dollar amounts used in or resulting from any such calculation will be rounded to
the nearest cent, with one-half cent rounded upward.
Unless otherwise provided in the applicable Pricing Supplement, The
Chase Manhattan Bank will be the calculation agent (the "Calculation Agent")
with respect to the Floating Rate Notes. Upon the request of the holder of any
Floating Rate Note, the Calculation Agent will provide the interest rate then
S-6
<PAGE>
in effect and, if determined, the interest rate which will become effective on
the next Interest Reset Date with respect to such Floating Rate Note. The
Calculation Agent's determination of any interest rate will be final and binding
in the absence of manifest error.
The applicable Pricing Supplement for a Floating Rate Note will specify the
interest rate basis and the Spread, if any, or Spread Multiplier, if any, and
the maximum or minimum interest rate limitation, if any, applicable to such
Note. In addition, such Pricing Supplement will define or particularize the
following terms, if applicable: Index Maturity, Initial Interest Rate, Interest
Payment Dates, Interest Determination Dates, and Interest Reset Dates.
CD Rate Notes
CD Rate Notes will bear interest at the CD Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in
the CD Rate Notes and in the applicable Pricing Supplement. The CD Rate for each
Interest Reset Date will be calculated as of the Interest Determination Date
pertaining to such Interest Reset Date.
Unless otherwise specified in the applicable Pricing Supplement, "CD
Rate" means, with respect to an Interest Determination Date, the rate on that
date for negotiable certificates of deposit having the applicable Index Maturity
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)." In the event that such
rate is not published prior to 9:00 a.m., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, then the CD Rate will be
the rate on such Interest Determination Date for negotiable certificates of
deposit having the applicable Index Maturity as published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or any successor publication of the
Federal Reserve Bank of New York ("Composite Quotations") under the heading
"Certificates of Deposit." If by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not published in either H.15(519) or Composite
Quotations, then the CD Rate on such Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 a.m., New York City time, on such
Interest Determination Date, of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in New York City selected by the Calculation
Agent for negotiable certificates of deposit of major United States money market
banks (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity specified in the applicable Pricing
Supplement in a denomination of U.S. $5,000,000; provided, however, that if
fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the CD Rate will be the CD Rate in effect
on such Interest Determination Date.
Commercial Paper Rate Notes
Commercial Paper Rate Notes will bear interest at the Commercial Paper
Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier,
if any, as specified in the Commercial Paper Rate Notes and in the applicable
Pricing Supplement. The Commercial Paper Rate for each Interest Reset Date will
be calculated as of the Interest Determination Date pertaining to such Interest
Reset Date.
Unless otherwise specified in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to an Interest Determination Date,
the Money Market Yield (as defined below) of the per annum rate (quoted on a
bank discount basis) on that date for commercial paper having the applicable
Index Maturity as published in H.15(519) under the heading "Commercial
Paper--Non-Financial." In the event that such rate is not published by 9:00
a.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Commercial Paper Rate shall
S-7
<PAGE>
be the Money Market Yield of the rate on that Interest Determination Date for
commercial paper having the applicable Index Maturity as published in Composite
Quotations under the heading "Commercial Paper." If by 3:00 p.m., New York City
time, on such Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, the Commercial Paper Rate for that Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered per annum rates (quoted
on a bank discount basis) of three leading dealers of commercial paper in New
York City selected by the Calculation Agent as of 11:00 a.m., New York City
time, on that Interest Determination Date, for commercial paper of the
applicable Index Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized rating agency; provided,
however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Commercial
Paper Rate will be the Commercial Paper Rate in effect on such Interest
Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper, quoted
on a bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Federal Funds Rate Notes
Federal Funds Rate Notes will bear interest at the Federal Funds Rate
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, as specified in the Federal Funds Rate Notes and in the applicable Pricing
Supplement. The Federal Funds Rate for each Interest Reset Date will be
calculated as of the Interest Determination Date pertaining to such Interest
Reset Date.
Unless otherwise specified in the applicable Pricing Supplement,
"Federal Funds Rate" means, with respect to an Interest Determination Date, the
rate on that day for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." In the event that such rate is not published prior
to 9:00 a.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Federal Funds Rate shall be the rate on
such Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate." If by 3:00 p.m., New York City time, on
such Calculation Date, such rate is not published in either H.15(519) or
Composite Quotations, the Federal Funds Rate shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates, as of 9:00
a.m., New York City time, on such Interest Determination Date for the last
transaction in overnight U.S. dollar Federal Funds arranged by three leading
brokers of Federal Funds transactions in New York City selected by the
Calculation Agent; provided, however, that if fewer than three brokers selected
as aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Federal Funds Rate will be the Federal Funds Rate in effect on such Interest
Determination Date.
LIBOR Notes
LIBOR Notes will bear interest at LIBOR plus or minus the Spread, if
any, or multiplied by the Spread Multiplier, if any, as specified in the LIBOR
Notes and in the applicable Pricing Supplement. LIBOR for each Interest Reset
Date will be calculated on the Interest Determination Date pertaining to such
Interest Reset Date.
S-8
<PAGE>
Unless otherwise specified in the applicable Pricing Supplement, LIBOR
will be determined by the Calculation Agent as follows:
(i) With respect to an Interest Determination Date, LIBOR will
be determined as specified in the applicable Pricing Supplement as
either (a) the arithmetic mean of the offered rates for deposits in
U.S. dollars having the applicable Index Maturity, commencing on the
second Business Day immediately following that Interest Determination
Date, which appear on the Reuters Screen LIBO Page at approximately
11:00 a.m., London time, on that Interest Determination Date, if at
least two such offered rates appear on the Reuters Screen LIBO Page
("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having
the applicable Index Maturity, commencing on the second Business Day
immediately following that Interest Determination Date, that appears on
the Telerate Page 3750 as of 11:00 a.m., London time, on that Interest
Determination Date ("LIBOR Telerate"). Unless otherwise indicated in
the applicable Pricing Supplement, "Reuters Screen LIBO Page" means the
display designated as Page "LIBO" on the Reuters Monitor Money Rate
Service (or such other page as may replace the LIBO page on that
service for the purpose of displaying London interbank offered rates of
major banks), and "Telerate Page 3750" means the display designated as
page "3750" on the Telerate Service (or such other page as may replace
the 3750 page on that service or such other service or services as may
be nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits). If
neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable
Pricing Supplement, LIBOR will be determined as if LIBOR Telerate had
been specified. In the case where (a) above applies, if fewer than two
offered rates appear on the Reuters Screen LIBO Page, or, in the case
where (b) above applies, if no rate appears on the Telerate Page 3750,
as applicable, LIBOR in respect of that Interest Determination Date
will be determined as if the parties had specified the rate described
in (ii) below.
(ii) If fewer than two offered rates appear on the Reuters
Screen LIBO Page or no rate appears on Telerate Page 3750, as
applicable, the Calculation Agent will request the principal London
offices of each of four major banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent
with its offered quotations for deposits in U.S. dollars having the
applicable Index Maturity to prime banks in the London interbank market
at approximately 11:00 a.m., London time, commencing on the second
Business Day immediately following that Interest Determination Date,
and in a principal amount of not less than U.S. $1,000,000 that in the
Calculation Agent's judgment is representative of a single transaction
in such market at such time. If at least two such quotations are
provided, LIBOR will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBOR in respect of that
Interest Determination Date will be the arithmetic mean of rates quoted
by three major banks in New York City selected by the Calculation Agent
at approximately 11:00 a.m., New York City time, on such LIBOR Interest
Determination Date for loans in U.S. dollars to leading European banks,
having the applicable Index Maturity and in a principal amount of not
less than U.S. $1,000,000 that is in the Calculation Agent's judgment
representative for a single transaction in such market at such time;
provided, however, that if fewer than three banks selected as aforesaid
by the Calculation Agent are quoting rates as mentioned in the
foregoing sentences, the rate of interest in effect for the applicable
period will be the rate of interest in effect on such Interest
Determination Date.
Prime Rate Notes
Prime Rate Notes will bear interest at the Prime Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in
the Prime Rate Notes and in the applicable Pricing Supplement. The Prime Rate
for each Interest Reset Date will be calculated as of the Interest Determination
Date pertaining to such Interest Reset Date.
Unless otherwise specified in the applicable Pricing Supplement, "Prime
Rate" means, with respect to an Interest Determination Date, the rate set forth
in H.15(519) for such date under the
S-9
<PAGE>
heading "Bank Prime Loan." In the event that such rate is not published prior to
9:00 a.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Prime Rate will be the arithmetic mean of
the rates of interest publicly announced by each bank that appears on the
display designated as page USPRIME1 on the Reuters Monitor Money Rates Service
(or such other page as may replace the USPRIME1 page on that service for the
purpose of displaying prime rates or base lending rates of major United States
banks) ("Reuters Screen USPRIME1 Page") as such bank's prime rate or base
lending rate as in effect for that Interest Determination Date as quoted on the
Reuters Screen USPRIME1 Page on that Interest Determination Date. If fewer than
four such rates appear on the Reuters Screen USPRIME1 Page on such Interest
Determination Date, the Prime Rate will be the arithmetic mean of the prime
rates or base lending rates (quoted on the basis of the actual number of days in
the year divided by a 360-day year) as of the close of business on such Interest
Determination Date by three major banks in New York City selected by the
Calculation Agent; provided, however, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Prime Rate will be the Prime Rate in effect on such Interest Determination
Date.
Treasury Rate Notes
Treasury Rate Notes will bear interest at the Treasury Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified in the Treasury Rate Notes and in the applicable Pricing Supplement.
The Treasury Rate for each Interest Reset Date will be calculated as of the
Interest Determination Date pertaining to such Interest Reset Date.
Unless otherwise specified in the applicable Pricing Supplement,
"Treasury Rate" means, with respect to an Interest Determination Date, the rate
on that date for the most recent auction of direct obligations of the United
States ("Treasury bills") having the applicable Index Maturity as published in
H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Auction
Average (Investment)" or, if not so published by 9:00 a.m., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the
auction average rate (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) for such auction
as otherwise announced by the United States Department of the Treasury. In the
event that the results of such auction of Treasury bills having the applicable
Index Maturity are not published or reported as provided above by 3:00 p.m., New
York City time, on such Calculation Date, or if no such auction is held during
such week, then the Treasury Rate shall be the rate set forth in H.15(519) for
that Interest Determination Date for the specified Index Maturity under the
heading "U.S. Government Securities/Treasury Bills/Secondary Market." In the
event such rate is not so published by 3:00 p.m., New York City time, on such
Calculation Date, the Treasury Rate shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates as of approximately 3:30 p.m.,
New York City time, on that Interest Determination Date, of three leading
primary United States government securities dealers in New York City selected by
the Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the applicable Index Maturity; provided, however, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate will be the Treasury Rate in
effect on such Interest Determination Date.
ADDENDUM AND/OR OTHER PROVISIONS
Any provisions with respect to the Notes, including the specification
and determination of one or more Interest Rate Bases, the calculation of the
interest rate applicable to a Floating Rate Note, the Interest Payment Dates,
the Stated Maturity or any other term relating thereto, may be modified and/or
supplemented as specified under "Other Provisions" on the face thereof or in an
Addendum relating thereto, if so specified on the face thereof. Such provisions
will be described in the applicable Pricing Supplement.
S-10
<PAGE>
BOOK-ENTRY SYSTEM
Upon issuance, all Book-Entry Notes having the same date of issuance,
Stated Maturity, redemption provisions, if any, Interest Payment Dates and, in
the case of Fixed Rate Notes, interest rate, or, in the case of Floating Rate
Notes, interest rate basis, Initial Interest Rate, Index Maturity, Interest
Reset Dates, Spread or Spread Multiplier, if any, and maximum or minimum
interest rate limitation, if any, will be represented by a single Global Note
("Global Note"); provided, however, that if by reason of the foregoing, a single
Global Note would exceed $200,000,000 in aggregate principal amount, then one
Global Note will be issued to represent each $200,000,000 of aggregate principal
amount and an additional Global Note will be issued to represent any remaining
principal amount. Each Global Note will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York, as the Depositary, or such other
depositary as is specified in the applicable Pricing Supplement, and registered
in the name of the Depositary or a nominee of the Depositary. Book-Entry Notes
will not be transferable or exchangeable for Notes in certificated form except
under the limited circumstances described in the Basic Prospectus under
"Description of the Debt Securities--Book-Entry Debt Securities."
The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. The Depositary was created to hold securities of its participating
organizations ("participants") and to facilitate the clearance and settlement of
securities transactions, such as transfers and pledges, among its participants
in such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. The Depositary's participants include securities brokers and
dealers (including the Agents), banks, trust companies, clearing corporations,
and certain other organizations, some of whom (and/or their representatives) own
the Depositary. Access to the Depositary's book-entry system is also available
to others, such as banks, brokers, dealers and trust companies, that clear
through or maintain a custodial relationship with a participant, either directly
or indirectly. Persons who are not participants may beneficially own securities
held by DTC only through participants.
A further description of the Depositary's procedures with respect to
Global Notes is set forth in the Basic Prospectus under "Description of the Debt
Securities--Book-Entry Debt Securities." The Depositary has confirmed to the
Company that it intends to follow such procedures.
ORIGINAL ISSUE DISCOUNT
If the Company issues any Notes that will be required to be treated as
having been issued at an original issue discount for federal income tax purposes
(a "Discount Note"), the special federal income tax consequences applicable
thereto will be described in the applicable Pricing Supplement. Discount Notes
will bear such legend as may be required by any applicable law or regulations
(including proposed regulations), as set forth in such Pricing Supplement.
SUPPLEMENTAL PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Distribution
Agreement, the Notes are being offered by the Company on a continuous basis
through Goldman, Sachs & Co., J.P. Morgan Securities Inc., and Salomon Brothers
Inc (the "Agents"), who have severally agreed to use reasonable efforts to
solicit purchases of the Notes. The Company will have the sole right to accept
offers to purchase Notes and may reject any proposed purchase of Notes in whole
or in part. Each Agent will have the right, in
S-11
<PAGE>
its discretion reasonably exercised, to reject any proposed offer to purchase
Notes through it in whole or in part. The Company will pay each Agent a
commission of from .125% to .750% of the principal amount of Notes, depending
upon maturity, for sales made through such firm as agent.
The Company may also sell Notes to the Agents as principals for their
own accounts at a discount to be agreed upon at the time of sale, or the
purchasing Agents may receive from the Company a commission or discount
equivalent to that set forth on the cover page hereof in the case of any such
principal transaction in which no other discount is agreed. Such Notes may be
resold at prevailing market prices, or at prices related thereto, at the time of
such resale, as determined by the Agents. The Company reserves the right to sell
Notes directly on its own behalf. No commission will be payable on any Notes
sold directly by the Company.
In addition, the Agents may offer the Notes they have purchased as
principal to other dealers. The Agents may sell Notes to any dealer at a
discount and, unless otherwise specified in an accompanying Pricing Supplement,
such discount allowed to any dealer will not be in excess of the discount
received by the Agents from the Company. Unless otherwise indicated in the
applicable Pricing Supplement, any Note sold to an Agent as principal will be
purchased by such Agent at a price equal to 100% of the principal amount thereof
less a percentage equal to the commission applicable to any agency sale of a
Note of identical maturity. After the initial public offering of Notes that are
to be resold by the Agents to investors and other purchasers, the public
offering price (in the case of Notes to be resold at a fixed public offering
price), concession and discount may be changed.
In connection with the offering, the Agents may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Agents in connection with the offering. Stabilizing transactions consist of
certain bids or purchases for the purpose of preventing or retarding a decline
in the market price of the Notes, and short positions created by the Agents
involve the sale by the Agents of a greater aggregate principal amount of Notes
than they are required to purchase from the Company in the offering. The Agents
also may impose a penalty bid, whereby selling concessions allowed to
broker-dealers in respect of the Notes sold in the offering may be reclaimed by
the Agents if such Notes are repurchased by the Agents in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the Notes, which may be higher than the price that
might otherwise prevail in the open market, and these activities, if commenced,
may be discontinued at any time. These transactions may be effected in the
over-the-counter market or otherwise.
Each Agent, whether acting as agent or principal, and any dealer who
purchases Notes from an Agent and resells them to investors, may be deemed to be
an "underwriter" within the meaning of the Securities Act of 1933. The Company
has agreed to indemnify each Agent against certain liabilities, including
liabilities under the Securities Act of 1933. The Company has also agreed to
reimburse the Agents for certain expenses.
Each of the Agents engages in transactions with and performs financing
services for the Company in the ordinary course of business.
Unless otherwise indicated in the applicable Pricing Supplement,
payment of the purchase price of Notes will be required to be made in
immediately available funds in New York City.
The Notes are a new issue of securities with no established trading
market and will not be listed on any securities exchange. Each of the Agents may
from time to time purchase and sell Notes in the secondary market, but is not
obligated to do so, and there can be no assurance that there will be a secondary
market for the Notes or liquidity in the secondary market if one develops.
S-12
<PAGE>
VALIDITY OF THE NOTES
The validity of the Notes offered hereby has been passed upon for the
Company by Miller, Nash, Wiener, Hager & Carlsen LLP, Portland, Oregon, and for
the Agents by Sullivan & Cromwell, Los Angeles, California. Sullivan & Cromwell
will rely on Miller, Nash, Wiener, Hager & Carlsen LLP as to all matters
governed by Oregon law. The opinions of Miller, Nash, Wiener, Hager & Carlsen
LLP and Sullivan & Cromwell are conditioned upon, and subject to certain
assumptions regarding, future action required to be taken by the Company and the
Trustee in connection with the issuance and sale of any particular Note, the
specific terms of the Notes, and other matters that may affect the validity of
the Notes but that were not ascertainable on the date of such opinions.
S-13
<PAGE>
PROSPECTUS [LOGO]
$500,000,000
WILLAMETTE INDUSTRIES, INC.
Senior Debt Securities
-----------------
Willamette Industries, Inc. (the "Company") may offer, from time to
time, unsecured senior debt securities ("Debt Securities") consisting of
debentures, notes or other unsecured evidences of indebtedness, in one or more
series and in amounts, at prices and on terms to be determined at or prior to
the time of sale.
Specific terms of the particular Debt Securities in respect of which
this Prospectus is delivered (the "Offered Securities") will be set forth in an
accompanying Prospectus Supplement or Supplements, together with the terms of
the offering of the Offered Securities, the initial price thereof and the
estimated net proceeds from the sale thereof. The Prospectus Supplement will set
forth with regard to the particular Offered Securities, without limitation, the
designation, aggregate principal amount, denomination, maturity, premium, if
any, exchange, conversion, redemption or sinking fund provisions, if any,
interest rate (which may be fixed or variable), the time and method of
calculating interest payments, put options, if any, public offering price, and
other specific terms of the offering.
The Company may sell the Offered Securities directly, through agents
designated from time to time or through underwriters or dealers. See "Plan of
Distribution." If any agents, underwriters, or dealers are involved in the sale
of the Offered Securities, the names of such agents, underwriters, or dealers
and any applicable commissions and discounts will be set forth in the related
Prospectus Supplement.
This Prospectus may not be used to consummate sales of Offered
Securities unless accompanied by a Prospectus Supplement.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 7, 1997.
- 1 -
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY
REFERENCE HEREIN, AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR
THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
WILLAMETTE TRUSTS OR BY ANY AGENT, DEALER OR UNDERWRITER. THIS PROSPECTUS AND
ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Reports, proxy statements and
other information concerning the Company can be inspected and copied at the
SEC's Public Reference Room, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549, as well as the Regional Offices of the SEC at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained from the Public Reference Section of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at
prescribed rates. The SEC also maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC. The address of such site is http://www.sec.gov.
Such reports, proxy statements and other information may also be inspected at
the offices of the NYSE, on which Common Stock is traded, at 20 Broad Street,
New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company and the Willamette Trusts with the SEC under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the Offered Securities. This Prospectus does not contain all of the information
set forth in such Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Offered Securities. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the SEC or
incorporated by reference herein are not necessarily complete, and in each
instance reference is made to the copy of such document so filed for a more
complete description of the matter involved. Each such statement is qualified in
its entirety by such reference.
The Company will send to all registered holders of the Offered
Securities such annual and other reports as are sent to its shareholders in
conformity with the requirements of the 1934 Act.
- 2 -
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC pursuant to
the 1934 Act are incorporated by reference herein and made a part hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1996.
2. The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1997, and June 30, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act subsequent to the date hereof and prior to the
termination of the offering of the Offered Securities pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus or in any Prospectus
Supplement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference in this Prospectus or in any Prospectus
Supplement shall be deemed to be modified or superseded for purposes of this
Prospectus or any Prospectus Supplement to the extent that a statement contained
in this Prospectus or in any Prospectus Supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference in
this Prospectus or in any Prospectus Supplement modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or any
Prospectus Supplement.
The Company undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written or oral request
of any such person, a copy of any or all of the foregoing documents incorporated
herein by reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Such requests
should be directed to: Willamette Industries, Inc., 1300 S.W. Fifth Avenue,
Suite 3800, Portland, Oregon 97201, Telephone: (503) 227-5581, Attention:
Investor Relations.
THE COMPANY
The Company is a diversified, integrated forest products company which
manufactures unbleached paper products, white paper products, and wood-based
building materials at 97 locations located throughout the United States and in
Ireland. The Company owns or controls approximately 1.8 million acres of
timberland in Arkansas, Louisiana, Missouri, North Carolina, Oregon, South
Carolina, Tennessee, Texas, and Washington.
The Company was incorporated in Oregon in 1906. Its executive offices
are located at 1300 S.W. Fifth Avenue, Suite 3800, Portland, Oregon 97201, and
its telephone number is (503) 227-5581.
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement with respect to
the proceeds from the sale of the particular Offered Securities to which such
Prospectus Supplement relates, the Company intends to add the net proceeds
received by it from the sale of Offered Securities to its general funds, to be
used for general corporate purposes, including capital expenditures, working
capital, and repayment of debt.
- 3 -
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for the periods indicated.
<TABLE>
Six Months
Ended June 30, Year Ended December 31,
------------------- -----------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges (1)(2)................. 1.59 5.46 3.68 10.83 4.25 3.06 2.56
</TABLE>
(1) The Company has authority to issue up to 5,000,000 shares of Preferred
Stock; there are currently no shares outstanding and the Company
currently does not have a Preferred Stock dividend obligation.
Therefore, the Ratio of Combined Earnings to Fixed Charges and
Preferred Stock Dividends is equal to the Ratio of Earnings to Fixed
Charges and is not disclosed separately.
(2) For purposes of computing the ratio, "earnings" consist of income
before income taxes, plus fixed charges. "Fixed charges" consist of
interest expense plus one-third of rent expense (which is deemed
representative of an interest factor).
DESCRIPTION OF THE DEBT SECURITIES
The particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply to
the Debt Securities so offered will be described in the Prospectus Supplement
relating to such Debt Securities.
Debt Securities may be issued, from time to time, in one or more
series. Debt Securities will be issued under an Indenture dated January 30, 1993
(the "Indenture"), between the Company and The Chase Manhattan Bank, as trustee
(the "Trustee").
The following summary of certain provisions of the Debt Securities and
the Indenture do not purport to be complete and are subject to, and are
qualified in their entirety by express reference to, all the provisions of the
Indenture, including the definitions therein of certain terms. Certain
capitalized terms herein are defined in the Indenture.
GENERAL
The Debt Securities will be unsecured obligations of the Company. The
Indenture does not limit the aggregate principal amount of Debt Securities which
may be issued thereunder and provides that Debt Securities may be issued
thereunder, from time to time, in one or more series.
The Prospectus Supplement relating to the Offered Securities will
specify, among other things: (1) the title of the Offered Securities; (2) any
limit on the aggregate principal amount of the Offered Securities; (3) the date
or dates on which the Offered Securities will mature; (4) the rate or rates
(which may be fixed or variable) per annum at which the Offered Securities will
bear interest or the method by which such rate or rates shall be determined and
the date from which such interest will accrue or the method by which such date
shall be determined; (5) the dates on which any such interest will be payable
- 4 -
<PAGE>
and the Regular Record Dates for such Interest Payment Dates; (6) the dates, if
any, on which, and the price or prices at which, the Offered Securities may,
pursuant to any mandatory or optional sinking fund provisions, be redeemed by
the Company and other detailed terms and provisions of such sinking funds; (7)
the date, if any, after which, and the price or prices at which, the Offered
Securities may, pursuant to any optional redemption provisions, be redeemed at
the option of the Company or of the Holder thereof and other detailed terms and
provisions of such optional redemption; (8) the right of the Company, if any, to
defer payment of interest on the Offered Securities and the maximum length of
any such deferral period; (9) the right of Holders, if any, to put the Offered
Securities to the Company; (10) the currency unit, if other than United States
dollars, of payment of principal, and premium and interest, if any, on the
Offered Securities; (11) the applicability of certain provisions of the
Indenture as described under "Defeasance and Covenant Defeasance"; and (12) any
other terms of the Offered Securities (which terms shall not be inconsistent
with the Indenture).
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the principal of, and any premium or interest, if any, on, the Offered
Securities will be payable, and the Offered Securities will be exchangeable and
transfers thereof will be registrable, at the Place of Payment, provided that,
at the option of the Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as it appears in the Security
Register.
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Offered Securities will be issued in United States dollars in fully
registered form, without coupons, in denominations of $1,000 or any integral
multiple thereof. No service charge will be made for any transfer or exchange of
the Offered Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
CERTAIN COVENANTS OF THE COMPANY
For purposes of the descriptions of the Debt Securities, certain
defined terms have the following meanings:
"Subsidiary" of the Company is defined as a corporation more than 50%
of the outstanding voting stock of which is owned, directly or indirectly, by
the Company and/or one or more Subsidiaries of the Company. "Restricted
Subsidiary" is defined as a Subsidiary of the Company substantially all the
property of which is located, or substantially all the business of which is
carried on, within the present 50 states of the United States or in Canada and
which owns a Principal Property, excluding, however, any Subsidiary of the
Company which is primarily engaged in the development and sale or financing of
real property. "Principal Property" is defined as (i) any mill, converting
plant, manufacturing plant, or other facility owned by the Company or a
Restricted Subsidiary which is located within the present 50 states of the
United States or in Canada and the gross book value of which (without deduction
of any depreciation reserves) on the date as of which the determination is made
exceeds 1% of Consolidated Net Tangible Assets, and (ii) Timberlands other than
those being held primarily for development or sale; such property, however, will
exclude (a) any property which in the opinion of the Board of Directors of the
Company is not of material importance to the total business conducted by the
Company and its Restricted Subsidiaries as an entirety or (b) any portion of a
particular property which is similarly found not to be of material importance to
the use or operation of such property or (c) any oil, gas or other minerals or
mineral rights. "Attributable Debt" is defined as the total net amount of rent
required to be paid during the remaining primary term of certain leases,
discounted at the rate of 15% per annum. "Consolidated Net Tangible Assets" is
defined as the aggregate amount of assets after deducting (i) all liabilities,
other than deferred income taxes, Funded Debt and shareholders' equity, and (ii)
goodwill and like intangibles, of the Company and its consolidated Subsidiaries.
"Funded Debt" is defined as all indebtedness for
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money borrowed having a maturity of more than 12 months from the date as of
which the determination is made (or being renewable beyond such period) and
rental obligations (at the amount capitalized) payable more than 12 months from
such date under capitalized leases.
Restrictions on Secured Debt
The Indenture provides that the Company may not, nor may it permit any
Restricted Subsidiary to, create, assume or guarantee any loan or evidence of
indebtedness for money borrowed ("Debt") secured by a mortgage, pledge or lien
("Mortgage") on any Principal Property of the Company or any Restricted
Subsidiary, or on any share of Capital Stock or Debt of any Restricted
Subsidiary, without securing or causing such Restricted Subsidiary to secure the
Debt Securities equally and ratably with (or, at the Company's option, prior to)
such secured Debt, unless the aggregate amount of all such secured Debt,
together with all Attributable Debt with respect to sale and leaseback
transactions involving Principal Properties (with the exception of such
transactions which are excluded as described in "Restrictions on Sale and
Leaseback Transactions" below), would not exceed 10% of Consolidated Net
Tangible Assets.
This restriction does not apply to, and there shall be excluded from
secured Debt in any computation under such restriction, Debt secured by: (a)
Mortgages on property of, or on any shares of Capital Stock of or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (b) Mortgages in favor of the Company or a Restricted Subsidiary,
(c) Mortgages in favor of governmental bodies to secure progress or advance
payments, (d) Mortgages on property, shares of stock or Debt existing at the
time of acquisition thereof (including acquisition through merger or
consolidation) and purchase money and construction Mortgages which are entered
into within specified time limits, (e) Mortgages securing industrial revenue or
pollution control bonds, and (f) any extension, renewal or refunding of any
Mortgages referred to in the foregoing clauses (a) through (e), inclusive.
Restrictions on Sale and Leaseback Transactions
The Indenture provides that neither the Company nor any Restricted
Subsidiary may enter into any sale and leaseback transaction involving any
Principal Property, unless the aggregate amount of all Attributable Debt with
respect to such sale and leaseback transactions, plus all secured Debt (with the
exception of secured Debt which is excluded as described in "Restrictions on
Secured Debt" above), would not exceed 10% of Consolidated Net Tangible Assets.
This restriction does not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if (a) the lease is for a period, including renewal
rights, of not in excess of three years, (b) the sale or transfer of the
Principal Property is made within a specified period after its acquisition or
construction, (c) the lease secures or relates to industrial revenue or
pollution control bonds, (d) the transaction is between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries or (e) the Company or
such Restricted Subsidiary, within 180 days after the sale is completed, applies
to the retirement of Funded Debt of the Company or a Restricted Subsidiary, or
the purchase of other property which will constitute Principal Property of a
value at least equal to the value of the Principal Property leased, an amount
not less than the greater of (i) the net proceeds of the sale of the Principal
Property leased or (ii) the fair market value of the Principal Property leased;
provided that the amount of proceeds to be applied to the retirement of Funded
Debt shall be reduced by an amount, if any, equal to the principal amount of
debentures or notes (including the Debt Securities) of the Company or a
Restricted Subsidiary surrendered for cancellation to the applicable trustee
thereof and the principal amount of other Funded Debt voluntarily retired, in
each case within 180 days after such sale.
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<PAGE>
Restrictions on Funded Debt of Restricted Subsidiaries
The Indenture provides that the Company may not permit any Restricted
Subsidiary to create, assume or guarantee any Funded Debt except (i) Funded Debt
owed to the Company or a Restricted Subsidiary, (ii) Funded Debt secured by
Mortgages permitted as described under "Restrictions on Secured Debt," (iii)
Funded Debt of any corporation outstanding at the time such corporation became a
Restricted Subsidiary, (iv) Funded Debt of any person outstanding at the time of
its acquisition, or the acquisition of substantially all its properties, by such
Restricted Subsidiary, (v) Funded Debt incurred in connection with certain
refundings, (vi) Funded Debt constituting Attributable Debt permitted as
described under "Restrictions on Sale and Leaseback Transactions" and (vii) any
other Funded Debt if the aggregate principal amount of all Funded Debt of all
Restricted Subsidiaries permitted under this clause (vii) does not exceed 10% of
Consolidated Net Tangible Assets.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
the Debt Securities of any series: (a) default in the payment of principal of or
any premium on any Debt Security of that series when due; (b) default in the
payment of any interest on any Debt Security of that series when due continued
for 30 days; (c) default in the deposit of any sinking fund payment, when due,
in respect of any Debt Security of that series; (d) default in the performance
of any other covenant of the Company in the Indenture (other than a covenant
included in the Indenture solely for the benefit of a series of the Debt
Securities other than that series), continued for 90 days after written notice
as provided in the Indenture; (e) certain events in bankruptcy, insolvency or
reorganization; and (f) any other Event of Default provided with respect to Debt
Securities of a particular series. No Event of Default with respect to the Debt
Securities of a particular series necessarily constitutes an Event of Default
with respect to the Debt Securities of any other series.
If an Event of Default with respect to the Debt Securities of any
series at the time Outstanding occurs and is continuing, either the Trustee or
the Holders of at least 25% in aggregate principal amount of the Outstanding
Debt Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are original issue discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Debt Securities of that series to be due and payable immediately. At
any time after a declaration of acceleration with respect to the Debt Securities
of any series has been made, but before a judgment or decree based on
acceleration has been obtained, the Holders of a majority in principal amount of
the Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration.
The Indenture provides that, subject to the duty of the Trustee during
the continuance of an Event of Default to act with the required standard of
care, the Trustee will be under no obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable indemnity.
Subject to such provisions for the indemnification of the Trustee, the Holders
of a majority in principal amount of the Outstanding Debt Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Debt Securities of that
series. The right of a Holder of any Debt Security to institute a proceeding
with respect to the Indenture is subject to certain conditions precedent, but
each Holder has an absolute right to receive payment of principal or premium and
interest, if any, when due and to institute suit for the enforcement of any such
payment.
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<PAGE>
The Company is required to furnish to the Trustee annually a statement
as to the performance by the Company of its obligations under the Indenture and
as to any default in such performance.
The Debt Securities may be issued as Original Issue Discount Securities
to be offered and sold at a substantial discount below their principal amount.
Special federal income tax, accounting and other considerations applicable to
any such Original Issue Discount Securities will be described in any Prospectus
Supplement relating thereto. "Original Issue Discount Security" means any
security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the maturity thereof as
a result of the occurrence of an Event of Default and the continuation thereof.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities (as such term is defined below) that
will be deposited with, or on behalf of, a Depositary ("Depositary") or its
nominee identified in the applicable Prospectus Supplement. In such a case, one
or more Global Securities will be issued in a denomination or aggregate
denomination equal to the portion of the aggregate principal amount of
outstanding Debt Securities of the series to be represented by such Global
Security or Global Securities. Unless and until it is exchanged in whole or in
part for Debt Securities in registered form, a Global Security may not be
registered for transfer or exchange except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any nominee to a successor Depositary or a nominee of such
successor Depositary and except in the circumstances described in the applicable
Prospectus Supplement. The term "Global Security", when used with respect to any
series of Debt Securities, means a Debt Security that is executed by the Company
and authenticated and delivered by the Trustee to the Depositary or pursuant to
the Depositary's instruction, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all of the Outstanding
Debt Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same original issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the applicable Prospectus Supplement. The Company expects
that the following provisions will apply to depositary arrangements. Unless
otherwise specified in the applicable Prospectus Supplement, Debt Securities
which are to be represented by a Global Security to be deposited with or on
behalf of a Depositary will be represented by a Global Security registered in
the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or, if such Debt Securities are
offered and sold directly by the Company, by the Company. Ownership of
beneficial interests in such Global Security will be limited to participants or
Persons that may hold interests through participants. Ownership of beneficial
interests by participants in such Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Security. Ownership
of beneficial interests in such Global Security by Persons that hold through
participants will be shown on, and the transfer of that ownership interest
within such participant will be effected only through, records maintained by
such participant.
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<PAGE>
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such Global Securities.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the Indenture. Unless
otherwise specified in the applicable Prospectus Supplement, owners of
beneficial interests in such Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in certificated form and will not be considered the
Holders thereof for any purposes under the Indenture. Accordingly, each Person
owning a beneficial interest in such Global Security must rely on the procedures
of the Depositary and, if such Person is not a participant, on the procedures of
the participant through which such Person owns its interest, to exercise any
rights of a Holder under the Indenture. The Company understands that under
existing industry practices, if the Company requests any action of Holders or an
owner of a beneficial interest in such Global Security desires to give any
notice or take any action a Holder is entitled to give or take under the
Indenture, the Depositary would authorize the participants to give such notice
or take such action, and participants would authorize beneficial owners owning
through such participants to give such notice or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the Holders of any of the
Outstanding Debt Securities under the Indenture, may consolidate with or merge
into, or transfer its assets substantially as an entirety to, any corporation
organized under the laws of any domestic jurisdiction, and any other person may
consolidate with, or merge into, or transfer its assets substantially as an
entirety to the Company provided that (i) the successor corporation (if any)
assumes the Company's obligations on the Debt Securities and under the
Indenture, (ii) after giving effect to the transaction and treating any
indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or the
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time, would become an Event of Default, shall
have occurred and be continuing, (iii) if as a result of the transaction a
Principal Property would become subject to a Mortgage which would not be
permitted by the Indenture, the Debt Securities shall be secured equally with
(or prior to) the indebtedness secured thereby, and (iv) certain other
conditions are met.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides, if such provision is made applicable to the
Debt Securities of any series (which will be indicated in the Prospectus
Supplement) that the Company may elect either (a) to defease and be discharged
from any and all obligations in respect of the Debt Securities of such series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, to replace mutilated, destroyed, lost or stolen Debt
Securities of such series, to maintain paying agencies and to hold moneys for
payment in trust) ("defeasance") or (b) to be released from its obligations with
respect to the Debt Securities of such series under certain restrictive
covenants of the Indenture, including those described under "Certain Covenants
of the Company" and "Consolidation, Merger and Sale of Assets" ("covenant
defeasance"), and the occurrence of an event described in clause (d) under
"Events of Default"
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<PAGE>
shall no longer be an Event of Default with respect to the Debt Securities of
such series, in each case, if the Company deposits, in trust, with the Trustee
money and/or Government Obligations, which through the payment of interest
thereon and principal thereof in accordance with their terms will provide money
in an amount sufficient, without reinvestment, to pay the principal of and any
premium and interest on the Outstanding Debt Securities of such series and any
mandatory sinking fund payments or analogous payments in accordance with the
terms of the Outstanding Debt Securities of such series and the Indenture. Such
a trust may only be established if, among other things, (i) no Event of Default
or event which with the giving of notice or lapse of time, or both, would become
an Event of Default with respect to such series under the Indenture shall have
occurred and be continuing on the date of such deposit, (ii) such deposit will
not cause the Trustee to have any conflicting interest with respect to other
securities of the Company and (iii) the Company shall have delivered an Opinion
of Counsel to the effect that the Holders will not recognize income, gain or
loss for federal income tax purposes as a result of such defeasance and will be
subject to federal income tax on the same amounts, in the same manner, and at
the same times as if such defeasance had not occurred. In the event the Company
exercises its covenant defeasance option with respect to the Debt Securities of
any series and the Debt Securities of such series are declared due and payable
because of the occurrence of any Event of Default, the amount of money and
Government Obligations on deposit with the Trustee will be sufficient to pay
amounts due on the Debt Securities of such series at the time of their Stated
Maturity but may not be sufficient to pay amounts due on the Debt Securities of
such series at the time of the acceleration resulting from such Event of
Default. However, the Company will remain liable with respect to such payments.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Debt Securities of each series affected by
such modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the stated maturity date of the principal
of, or any installment of principal of or interest, if any, on, any Debt
Security, (b) reduce the principal amount of, or premium or rate of interest, if
any, on, any Debt Security, (c) reduce the amount of principal of an original
issue discount Debt Security payable upon acceleration of the maturity thereof,
(d) change the place or currency of payment of principal of, or premium or
interest, if any, on, any Debt Security, (e) impair the right to institute suit
for the enforcement of any payment on or with respect to any Debt Security, (f)
change the provisions for defeasance or covenant defeasance (each as defined
below) made applicable to any Debt Security, or (g) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
whose Holders is required for modification or amendment of the Indenture or for
waiver of compliance with certain provisions of the Indenture or for waiver of
certain defaults.
The Holders of a majority in principal amount of the Outstanding Debt
Securities of each series may, on behalf of all Holders of the Debt Securities
of that series, waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. The Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
each series may, on behalf of all Holders of the Debt Securities of that series,
waive any past default under the Indenture with respect to the Debt Securities
of that series, except a default in the payment of principal, or premium or
interest, if any, or in respect of a covenant or condition which cannot be
waived without the consent of each Holder of the Debt Securities of that series.
REGARDING THE TRUSTEE
The Company maintains deposit accounts and conducts other banking
transactions with The Chase Manhattan Bank in the ordinary course of the
Company's business. The Chase Manhattan Bank serves as trustee under another
indenture with respect to certain of the Company's other senior debt securities.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities (i) to or through
underwriters or dealers; (ii) directly to purchasers; or (iii) through agents.
The Prospectus Supplement with respect to the Offered Securities will set forth
the terms of the offering of the Offered Securities, including the name or names
of any underwriters, dealers or agents; the purchase price of the Offered
Securities and the proceeds to the Company from such sale; any underwriting
discounts and commissions or agency fees and other items constituting
underwriters' or agents' compensation; any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchange on which such Offered Securities may be listed. Any initial
public offering price, discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
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<PAGE>
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of Offered Securities will be
named in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will be
set forth on the cover of such Prospectus Supplement. Unless otherwise set forth
in the Prospectus Supplement relating thereto, the obligations of the
underwriters to purchase the Offered Securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all the
Offered Securities if any are purchased.
If dealers are utilized in the sale of Offered Securities, the Company
will sell such Offered Securities to the dealers as principals. The dealers may
then resell such Offered Securities to the public at varying prices to be
determined by such dealers at the time of resale. The names of the dealers and
the terms of the transaction will be set forth in the Prospectus Supplement
relating thereto.
The Offered Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Securities in respect to which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement relating thereto. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment.
The Offered Securities may be sold directly by the Company to
institutional investors or others, who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale thereof. The terms
of any such sales will be described in the Prospectus Supplement relating
thereto.
Agents, dealers and underwriters may be entitled under agreements with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which such agents, dealers or underwriters may be required to make
in respect thereof. Agents, dealers and underwriters may be customers of, engage
in transactions with, or perform services for the Company in the ordinary course
of business.
Each series of Offered Securities will be a new issue of securities and
will have no established trading market. Any underwriters to whom Offered
Securities are sold for public offering and sale may make a market in such
Offered Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice.The Offered Securities
may or may not be listed on a national securities exchange. No assurance can be
given that there will be a market for the Offered Securities.
VALIDITY OF OFFERED SECURITIES
The validity of the Offered Securities will be passed upon for the
Company by Miller, Nash, Wiener, Hager & Carlsen LLP, Portland, Oregon.
EXPERTS
The consolidated financial statements of the Company included in the
Company's annual report on Form 10-K for the year ended December 31, 1996, have
been audited by KPMG Peat Marwick LLP, independent auditors, as set forth in
their report included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report and upon the authority of such firm as experts in
accounting and auditing.
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<PAGE>
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus Supplement, the
Prospectus or any Pricing Supplement and, if given or made, such information or
representations must not be relied upon as having been authorized. This
Prospectus Supplement, the Prospectus and any Pricing Supplement do not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described herein and therein or an offer to
sell or the solicitation of an offer to buy such securities in any circumstances
in which such offer or solicitation is unlawful. Neither the delivery of this
Prospectus Supplement, the Prospectus or any Pricing Supplement nor any sale
made hereunder or thereunder shall, under any circumstances, create any
implication that the information contained herein or therein is correct as of
any time subsequent to the date of such information.
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TABLE OF CONTENTS
Prospectus Supplement
Page
Selected Consolidated Financial Data.......................................S-2
Description of the Notes...................................................S-3
Supplemental Plan of Distribution.........................................S-11
Validity of the Notes.....................................................S-13
Prospectus
Available Information........................................................2
Incorporation of Certain Documents by
Reference....................................................................3
The Company..................................................................3
Use of Proceeds..............................................................3
Ratio of Earnings to Fixed Charges...........................................4
Description of the Debt Securities...........................................4
Plan of Distribution........................................................10
Validity of Offered Securities..............................................11
Experts.....................................................................11
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$300,000,000
Willamette Industries, Inc.
Medium-Term Notes,
Series C
Due From 9 Months
to 30 Years From
Date of Issue
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[LOGO]
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Goldman, Sachs & Co.
J.P. Morgan & Co.
Salomon Smith Barney
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