<PAGE>
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
Willamette Industries, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed
<PAGE>
[Willamette Industries, Inc. Letterhead]
1300 S.W. Fifth Ave., Suite 3800
Portland, OR 97201
(503) 227-5581
December 21, 2000
Dear fellow employee:
On December 21, the Board, through action of its Compensation Committee,
addressed a number of employment-related matters which have arisen as a result
of Weyerhaeuser's attempts to acquire Willamette.
I am pleased to enclose a table outlining the basic benefits of a Broad Based
Retention Plan which will provide benefits for you to remain in the employ of
the company should a change in control of the company occur which could result
in your loss of employment following a change in control. A complete plan
document will be provided after the first of the year.
We appreciate your continued loyalty and the contribution you have made to date
and hope that the retention benefits this plan presents will help remove some of
the understandable uncertainty we are all currently experiencing. We want to
give you this additional security to stay with us throughout our fight to remain
the great independent company which we each have helped build and of which you
are such an important part.
In addition to these retention benefits, we have also taken action to accelerate
vesting of unvested portions of your 401(k) match, if any, in the event of a
change in control.
If you have any questions after reviewing the details of the retention benefits
plan, please contact Dave Morthland or your regional human resource
representative.
Sincerely,
Duane C. McDougall
President and Chief Executive Officer
<PAGE>
Willamette Industries, Inc.
================================================================================
<TABLE>
<CAPTION>
Overview of Plan Features
----------------------------------------------------------------------------------------
Broad-Based Retention Plan
Group 1 Group 2
----------------------------------------------------------------------------------------
<S> <C> <C>
Eligibility Non-exempt full-time Exempt middle management
employees, (excluding mill or employees who have not
plant "technicians") who have given notice to leave or
not given notice to leave or retire
retire
----------------------------------------------------------------------------------------
Level of Benefits
|X| Weeks per year 3 weeks 4 weeks
of service (prorate partial year) (prorate partial year)
|X| Minimum Benefit 9 weeks 12 weeks
|X| Maximum Benefits 12 months 12 months
----------------------------------------------------------------------------------------
Medical and Life Benefits Paid for severance period Paid for severance period
----------------------------------------------------------------------------------------
Outplacement Group assistance Group assistance
----------------------------------------------------------------------------------------
Basic Requirement to Remain employed as long as needed by Willamette or
Remain Eligible successor unless terminated without "cause" or resign with
"good reason" within 24 months of a change in control as
defined in the Plan
----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
[Willamette Industries, Inc. Letterhead]
1300 S.W. Fifth Ave., Suite 3800
Portland, OR 97201
(503) 227-5581
December 21, 2000
Dear fellow employee:
On December 21, the Board, through action of its Compensation Committee,
addressed a number of employment related matters which have arisen as a result
of Weyerhaeuser's attempts to acquire Willamette.
I am pleased to enclose a table outlining the basic benefits of a Management
Retention Plan which will provide benefits for you to remain in the employ of
the company should a change in control of the company occur which could result
in your loss of employment following a change in control. A complete plan
document will be provided after the first of the year.
The committee also approved the separate Broad Based Retention Plan described in
the enclosed table. This covers all other salaried employees (except mill and
plant technicians). A separate letter is also being sent to them at this time.
We appreciate your continued loyalty and the contribution you have made to date
and hope that the retention benefits this plan presents will help remove some of
the understandable uncertainty we are all currently experiencing. We want to
give you this additional security to stay with us throughout our fight to remain
the great independent company which we each have helped build and of which you
are such an important part.
In addition to these retention benefits, we have also taken action, to
accelerate vesting of unvested portions your 401(k) match, if any, in the event
of a change in control.
If you have any questions after reviewing the details of the retention benefits
plan Dave Morthland or Greg Hawley will be available to assist you.
Sincerely,
Duane C. McDougall
President and Chief Executive Officer
<PAGE>
Willamette Industries, Inc.
================================================================================
<TABLE>
<CAPTION>
Overview of Plan Features
---------------------------------------------------------------------------------------
Management Retention Plan
Group 1 Group 2
---------------------------------------------------------------------------------------
<S> <C> <C>
Eligibility Management employees who Management employees who are
are eligible for stock eligible for stock options
options (but not covered and are also covered by the
under the Senior Senior Management Life
Management Life Insurance Insurance Plan
Plan)
---------------------------------------------------------------------------------------
Level of Benefits
|X| Weeks per year 5 weeks 6 weeks
of service
|X| Minimum Benefit 15 weeks 26 weeks
|X| Maximum Benefits 18 months 24 months
---------------------------------------------------------------------------------------
Medical and Life Benefits Paid for severance period Paid for severance period
---------------------------------------------------------------------------------------
Outplacement Individual assistance Individual assistance
---------------------------------------------------------------------------------------
<CAPTION>
-----------------------------------------------------------------------------------------
Broad-Based Retention Plan
Group 1 Group 2
-----------------------------------------------------------------------------------------
<S> <C> <C>
Eligibility Non-exempt full-time Exempt middle management
employees, (excluding mill employees who have not given
or plant "technicians") who notice to leave or retire
have not given notice to
leave or retire
-----------------------------------------------------------------------------------------
Level of Benefits
|X| Weeks per year 3 weeks 4 weeks
of service (prorate partial year) (prorate partial year)
|X| Minimum Benefit 9 weeks 12 weeks
|X| Maximum Benefits 12 months 12 months
-----------------------------------------------------------------------------------------
Medical and Life Benefits Paid for severance period Paid for severance period
-----------------------------------------------------------------------------------------
Outplacement Group assistance Group assistance
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Basic Requirement to Remain employed as long as needed by Willamette or successor unless terminated
Remain Eligible without "cause" or resign with "good reason" within 24 months of a change in
control as defined in the Plan
-----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
On December 22, 2000, Willamette Industries, Inc. ("Willamette" or the
"Company") posted certain information on its website relating to the offer by
Company Holdings, Inc. ("Holdings"), a Washington corporation and a wholly owned
subsidiary of Weyerhaeuser Company, a Washington corporation, ("Weyerhaeuser")
to purchase all of the outstanding common stock, par value $0.50 per share,
(including the associated rights to purchase shares of Series B Junior
Participating Preferred Stock) of the Company (the "Willamette Common Stock")
(the "Weyerhaeuser Offer"). The information is attached as Exhibit (a)(5)(vi)
to the Schedule 14D-9 Amendment filed by the Company with the Securities and
Exchange Commission on December 22, 2000, and is hereby incorporated by
reference.
INFORMATION REGARDING PARTICIPANTS
Willamette and the following persons may be deemed to be "participants" in
Willamette's solicitation of proxies from Willamette stockholders in connection
with (i) the Weyerhaeuser Offer and (ii) the preliminary proxy statement filed
by Weyerhaeuser and Holdings with the Securities and Exchange Commission in
connection with the election of the nominees of Weyerhaeuser and Holdings to the
Willamette Board of Directors at the Willamette 2001 annual meeting of
shareholders: (a) the directors of Willamette, (b) the following executive
officers of Willamette: Duane C. McDougall (President and Chief Executive
Officer) and Greg Hawley (Executive Vice President, Chief Financial Officer,
Secretary and Treasurer) and (c) Cathy Dunn (Investor Relations).
The interests of the foregoing individuals in this solicitation consist of
their beneficial ownership of (i) shares of Willamette Common Stock and (ii)
options to purchase Willamette Common Stock (the "Willamette Options").
Additional information with respect to these items is set forth below.
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------- ---------------------
Name and Title Shares of Willamette Shares of
Common Stock Willamette Options
Beneficially Owned (1) Beneficially Owned
(1)(2)
----------------------------------------------- ----------------------- ---------------------
<S> <C> <C>
Winslow Buxton 2,332 (3) 1,067 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Cathy Dunn 27,410 (3) 29,993 (4)(6)
(Investor Relations)
----------------------------------------------- ----------------------- ---------------------
Gerard K. Drummond 4,000 5,600 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Greg Hawley 1,471 8,543 (4)
(Executive Vice President, Chief Financial
Officer, Secretary and Treasurer)
----------------------------------------------- ----------------------- ---------------------
Kenneth W. Hergenhan 2,372 4,400 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Duane C. McDougall 22,391 (3) 72,486 (4)
(Director, President and Chief Executive
Officer)
----------------------------------------------- ----------------------- ---------------------
Joseph Prendergast 2,500 4,400 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Stuart J. Shelk, Jr. 1,678,915 (3) 5,600 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Robert Smelick 4,000 5,600 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
William Swindells 4,471,942 (3) 254,530 (7)
(Chairman of the Board of Directors)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------- ---------------------
<S> <C>
Michael G. Thorne 800 -
(Director)
----------------------------------------------- ----------------------- ---------------------
Benjamin R. Whiteley 7,500 5,600 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
</TABLE>
(1) As of November 30, 2000, shares and options are included in the table as
"beneficially owned" if the person named has or shares the right to vote or
direct the voting of or the right to dispose or direct the disposition of
such shares or options. Inclusion of shares or options in the table does
not necessarily imply that the persons named receive the economic benefits
of the shares so listed.
(2) Options included are those exercisable within 60 days after November 30,
2000.
(3) Includes shares as to which the individual shares voting and dispositive
power as follows: Mr. Buxton, 1,000 shares; Mr. Shelk, 18,120 shares; Mr.
Swindells 2,426,568 shares, Mrs. Dunn 11,489 shares; and Mr. McDougall, 32
shares.
<PAGE>
(4) Options granted under the Company's 1995 Long-Term Incentive Compensation
Plan (the "1995 Plan") and its 1986 Stock Option and Stock Appreciation
Rights Plan (the "1986 Plan").
(5) Options granted under the non-employee director provisions of the 1995
Plan.
(6) Includes options to which the individual shares voting and dispositive
power as follows: Mrs. Dunn, 15,627 options.
(7) Includes 3,200 options granted under the non-employee director provisions
of the 1995 Plan.
Pursuant to a letter agreement dated September 4, 2000, Willamette retained
Goldman, Sachs & Co. ("Goldman Sachs") to render financial advisory services to
the Company in connection with Weyerhaeuser's offer and certain related matters.
Willamette has agreed to pay Goldman Sachs a fee equal to 0.40% of the aggregate
value of any transaction in the event (i) at least 15% of the outstanding stock
of Willamette is acquired by a third party or (ii) all or substantially all of
the assets of Willamette are sold. If no transaction is completed as of
September 1, 2001, Willamette has agreed to pay Goldman Sachs a fee of $30
million upon the occurrence of certain triggering events. A triggering event has
occurred, and the first of five equal quarterly installments will be paid on
September 1, 2001 if no transaction has been consummated as of that date. In
addition, Willamette has agreed to reimburse Goldman Sachs for its reasonable
out-of-pocket expenses.
In connection with the engagement of Goldman Sachs as financial advisor,
the Company anticipates that employees of Goldman Sachs may communicate in
person, by telephone or otherwise with certain institutions, brokers or other
persons who are stockholders for the purpose of assisting in the solicitation of
proxies. Although Goldman Sachs does not admit that it or any of its directors,
officers, employees or affiliates is a "participant," as defined in Schedule 14A
promulgated under the Securities and Exchange Act of 1934, as amended, by the
Securities and Exchange Commission, or that Schedule 14A requires the disclosure
of certain information concerning them, Robert Pace (Managing Director), Ravi
Sinha (Managing Director), Kirk Pulley (Vice President), Kevin Guidotti (Vice
President) and Kevin Sofield (Associate), in each case of Goldman Sachs
(collectively, the "Financial Adviser Participants"), may assist the Company in
the solicitation of proxies for the annual meeting.
Goldman Sachs has provided financial advisory and investment banking
services to the Company from time to time for which they have received customary
compensation. In addition, Goldman Sachs has provided financial advisory and
investment banking services to Weyerhaeuser Company in the past for which it has
received customary compensation. Goldman Sachs engages in a full range of
investment banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the ordinary course of its business,
Goldman Sachs may actively trade securities of the Company for its own account
and the account of its customers and, accordingly, may at any time hold a long
or short position in such securities. Goldman Sachs has advised the Company that
as of December 21, 2000, Goldman Sachs held a net long position of approximately
23,232 shares of Willamette Common Stock. Except as set forth above, to the
Company's knowledge, none of Goldman Sachs, or any of the Financial Advisor
Participants has any interest, direct or indirect, by security holdings or
otherwise, in the Company.
