SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
----- ACT OF 1934
For the fiscal year ended December 30, 1999
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
----------
Commission file number 1-12545
A. Full title of the plan and the address of the Plan, if different from
that of the issuer named below:
WILLAMETTE INDUSTRIES
STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
WILLAMETTE INDUSTRIES, INC.
1300 S.W. FIFTH AVENUE, SUITE 3800
PORTLAND, OREGON 97201
<PAGE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Index to Financial Statements and Schedules
Independent Auditors' Report dated May 12, 2000.......................... 1
Statements of Net Assets Available for Benefits at
December 30, 1999 and 1998...............................................2 - 3
Statements of Changes in Net Assets Available for Benefits for
the years ended December 30, 1999 and 1998...............................4 - 5
Notes to Financial Statements............................................6 -10
Schedule of Assets Held for Investment Purposes............................ 11
Schedule of Reportable Transactions........................................ 12
Exhibit 23 -- Consent of Independent Auditors dated June 26, 2000, to the
incorporation by reference of their report dated May 12, 2000,
into Registration Statement No.33-59517 on Form S-8
<PAGE>
KPMG LLP
Suite 2000
1211 South West Fifth Avenue
Portland, OR 97204
INDEPENDENT AUDITORS' REPORT
Willamette Industries Stock Purchase
Plan Committee
Willamette Industries Stock Purchase Plan:
We have audited the accompanying statements of net assets available for benefits
of Willamette Industries Stock Purchase Plan as of December 30, 1999 and 1998,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits as of December 30,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted acounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedules A and B is presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 and is not a required part of the basic
financial statements. The supplemental information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
May 12, 2000
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<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Statement of Net Assets Available for Benefits
December 30, 1999
Stable Willamette
Asset Balanced Equity Stock
Assets Fund Fund Fund Fund Total
------ ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Investments at fair value (note 6):
Cash and cash equivalents $ 10,286 10,000 10,000 1,923,283 1,953,569
Mutual funds - 20,693,008 40,728,854 - 61,421,862
Common stock - Willamette
Industries, Inc.; 6,313,684
shares - - - 293,191,701 293,191,701
Guaranteed investment contract
fund 9,880,221 - - - 9,880,221
------------ ------------ ------------ ------------ ------------
Total investments 9,890,507 20,703,008 40,738,854 295,114,984 366,447,353
Accrued investment income 48 71 110 5,655 5,884
------------ ------------ ------------ ------------ ------------
Total assets 9,890,555 20,703,079 40,738,964 295,120,639 366,453,237
Liabilities
-----------
Benefits payable 97,564 283,283 271,471 5,841,385 6,493,703
------------ ----------- ----------- ----------- ----------
Net assets available for
benefits $ 9,792,991 20,419,796 40,467,493 289,279,254 359,959,534
============ ============ ============ ============ =============
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Statement of Net Assets Available for Benefits
December 30, 1998
Stable Willamette
Asset Balanced Equity Stock
Assets Fund Fund Fund Fund Total
------ ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Investments at fair value (note 6):
Cash and cash equivalents $ 10,000 10,000 10,000 1,631,779 1,661,779
Mutual funds - 14,987,019 28,696,041 - 43,683,060
Common stock - Willamette
Industries, Inc.; 6,884,164
shares - - - 230,604,837 230,604,837
Guaranteed investment contract
fund 6,893,174 - - - 6,893,174
------------ ------------- ------------- ------------- ------------
Total investments 6,903,174 14,997,019 28,706,041 232,236,616 282,842,850
Accrued investment income 43 102 2 4,068 4,215
------------ ------------- ------------- ------------- ------------
Total assets 6,903,217 14,997,121 28,706,043 232,240,684 282,847,065
Liabilities
-----------
Benefits payable 14,250 189,873 240,035 6,055,272 6,499,430
------------ ------------- ------------- ------------- ------------
Net assets available for
benefits $ 6,888,967 14,807,248 28,466,008 226,185,412 276,347,635
============ ============= ============= ============== ============
See accompanying notes to financial statements.
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</TABLE>
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 30, 1999
Stable Willamette
Asset Balanced Equity Stock
Assets Fund Fund Fund Fund Total
------ ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends $ - - 435,499 4,552,404 4,987,903
Interest and other income 1,099 550,912 3,548 68,782 624,341
Net change in fair value of
investments 480,777 1,751,509 6,242,101 85,912,316 94,386,703
------------- ------------- -------------- -------------- ------------
Total investment income 481,876 2,302,421 6,681,148 90,533,502 99,998,947
------------- ------------- -------------- -------------- ------------
Contributions (note 1):
Employer - - - 9,059,076 9,059,076
Employee 429,571 1,868,268 4,891,685 7,417,518 14,607,042
------------- ------------- -------------- -------------- ------------
Total contributions 429,571 1,868,268 4,891,685 16,476,594 23,666,118
------------- ------------- -------------- -------------- ------------
Transfers from other plans
(note 5) 72,191 108,093 275,029 - 455,313
------------- ------------- -------------- -------------- ------------
Total additions 983,638 4,278,782 11,847,862 107,010,096 124,120,378
Deductions from net assets attributed to:
Payments and stock distributions to
participants (712,924) (1,959,080) (3,097,705) (34,720,217) (40,489,926)
Administrative expenses (18,553) - - - (18,553)
Interfund transfers 2,651,863 3,292,846 3,251,328 (9,196,037) -
------------- ------------- -------------- -------------- ------------
Net change in assets 2,904,024 5,612,548 12,001,485 63,093,842 83,611,899
Net assets available for benefits:
Beginning of year 6,888,967 14,807,248 28,466,008 226,185,412 276,347,635
------------- ------------- -------------- -------------- -------------
End of year $ 9,792,991 20,419,796 40,467,493 289,279,254 359,959,534
============= ============= ============== ============== ============
See accompanying notes to financial statements.
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</TABLE>
<PAGE>
<TABLE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 30, 1998
Stable Willamette
Asset Balanced Equity Stock
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends $ - - 335,547 4,333,614 4,669,161
Interest and other income 916 412,905 1,826 45,920 461,567
Net change in fair value of
investments 399,171 1,734,286 5,581,006 10,072,238 17,786,701
------------ ------------- ------------- ------------- -------------
Total investment income 400,087 2,147,191 5,918,379 14,451,772 22,917,429
------------ ------------- ------------- ------------- -------------
Contributions (note 1):
Employer - - - 8,964,323 8,964,323
Employee 369,783 1,607,500 4,103,227 8,226,458 14,306,968
------------ ------------- ------------- ------------- -------------
Total contributions 369,783 1,607,500 4,103,227 17,190,781 23,271,291
------------ ------------- ------------- ------------- -------------
Transfers from other plans
(note 5) 94,932 126,383 220,945 12,903 455,163
------------ ------------- ------------- ------------- -------------
Total additions 864,802 3,881,074 10,242,551 31,655,456 46,643,883
Deductions from net assets attributed to:
Payments and stock distributions to
participants (844,654) (1,171,486) (1,269,121) (20,066,741) (23,352,002)
Administrative expenses (20,742) - - - (20,742)
Interfund transfers 277,887 1,049,379 1,167,967 (2,495,233) -
------------ ------------ ------------- ------------- -------------
Net change in assets 277,293 3,758,967 10,141,397 9,093,482 23,271,139
Net assets available for benefits:
Beginning of year 6,611,674 11,048,281 18,324,611 217,091,930 253,076,496
------------ ------------- ------------- ------------- -------------
End of year $ 6,888,967 14,807,248 28,466,008 226,185,412 276,347,635
============ ============= ============= ============= =============
See accompanying notes to financial statements.
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</TABLE>
<PAGE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Notes to Financial Statements
December 30, 1999 and 1998
(1) Description of the Plan
-----------------------
The Willamette Industries Stock Purchase Plan (the Plan) is a defined
contribution plan sponsored by Willamette Industries, Inc. and its
affiliates (the Company). The following description of the Plan is provided
for general information purposes only. Participants should refer to the
Summary Plan Description for more complete information. Copies of this
pamphlet are available from the Plan sponsor's personnel department.
(a) General
-------
Eligible employees may elect to enroll in the Plan on the semi-annual
enrollment dates following six months of service. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974.
(b) Contributions
-------------
The Plan provides for elective contributions by participants under
Section 401(k) of the Internal Revenue Code. Effective December 31, 1999,
eligible employees of the Company may contribute up to 15% for Non-Highly
Compensated Employees and 12% for Highly Compensated Employees of their
regular monthly gross cash earnings as established on January 1 of each
year. Prior to December 31, 1999, Highly Compensated Employees could
elect to contribute up to 10% of their regular earnings for each Plan
year. Contributions are subject to the limits set by Federal tax laws.
The Company contributes monthly an amount equal to 100% of the
contributions of its employees up to 6% of a participant's salary, less
the amount of any forfeitures.
Participating employees may elect one of two methods of making
contributions. A participant may elect to make either:
1) Pre-tax contributions ("deferred contributions") which will not be
included in the participant's current earnings for federal income
tax purposes; or
2) After-tax contributions ("nondeferred contributions") which will
be included in the participant's current earnings for federal
income tax purposes.
Participating employees may direct that their own contributions be
invested in (a) a Stable Asset Fund holding primarily guaranteed
investment contracts, (b) a Balanced Fund holding primarily stocks and
bonds, (c) an Equity Fund holding primarily stocks, or (d) a Willamette
Stock Fund holding common stock of the Company. The contributions can be
allocated among the four investment choices in multiples of 5%. In
addition, reallocation between investment choices is allowed quarterly.
The Company contributions are invested in the Willamette Stock Fund.
(Continued)
- 6 -
<PAGE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Notes to Financial Statements
Employer and employee contributions by participating company for the
years ended December 30, 1999 and 1998 were as follows:
1999 1998
---- ----
Willamette Industries, Inc. $ 23,610,717 23,214,946
Wimer Logging Co. 55,401 56,345
-------------- --------------
Total $ 23,666,118 23,271,291
============== ==============
The above contribution amounts are net of forfeitures of $660,804 for
1999 and $554,926 for 1998.
(c) Participant Accounts
--------------------
Each participant's accounts are credited with the participant's and
employer's contributions and an allocation of Plan earnings.
(d) Vesting
-------
A participant's interest in his or her deferred contributions and
nondeferred contributions is always fully vested and is not subject to
forfeiture.
Each participant becomes vested in his or her Matching Account if, while
employed by the Company, the participant: (i) attains age 65; (ii)
completes five years of service; (iii) dies, or (iv) becomes totally and
permanently disabled.
Any part of a participant's Matching Account which is not vested at the
time employment terminates is forfeited when the participant incurs five
consecutive one-year periods of severance. A participant who is not yet
vested in his or her Matching Account who voluntarily withdraws from the
Plan does not forfeit the account merely by reason of withdrawal; the
participant's subsequent years of service continue to count towards the
vesting requirement.
If there is a complete discontinuance of contributions to the Plan by an
employer, then all participants employed by such employer become fully
vested in their Matching Accounts.
Each participant who is vested in his or her Matching Account can elect
to have any or all of the account diversified into one or more of the
available elective investment funds (other than the Willamette Stock
Fund). This diversification election applies only to the participant's
then existing Matching Account. Future matching contributions will be
invested in common stock of the Company. A participant can make more than
one diversification election, but a subsequent election can be made only
after a period of at least 10 years has elapsed since the most recent
election.
(Continued)
- 7 -
<PAGE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Notes to Financial Statements
(e) Forfeitures
-----------
The Company matching contribution is reduced by an amount equal to the
forfeiture of the unvested portion of the employer matching contribution
for participants no longer employed by the Company. The forfeiture is
treated as a part of the matching contribution for purposes of
allocation. A forfeiture of the account is deemed to occur as of the
close of the plan year in which the participant incurs five consecutive
one-year periods of severance. The 1999 employer's contribution has been
reduced by $660,804 as a result of forfeitures.
There are 63,657 shares of Company stock and $55,299 in cash investments
subject to forfeiture relating to terminated employees as of December 30,
1999 with a total fair value of $3,011,370.
(f) Withdrawals
-----------
The Plan allows participants, during their employment, to withdraw and
receive certain amounts which are then vested, or to seek a withdrawal
based upon financial hardship as determined by the Plan Administrator in
accordance with Federal guidelines. A participant whose employment
terminates for any reason is entitled to a lump sum distribution of his
or her vested accounts.
(2) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Accounting
-------------------
The Plan prepares its financial statements on the accrual basis of
accounting in accordance with generally accepted accounting principles.
(b) Valuation of Investments
------------------------
Wells Fargo acts as trustee for the Plan. The Balanced Fund, Equity Fund
and the Stable Asset Fund investments are valued at quoted market prices.
Willamette Industries, Inc. common stock is valued at the quoted market
price with all purchases and sales recorded on a trade-date basis.
Short-term and temporary investments (including cash and money market
funds) are valued at cost, which approximates market.
(c) Expenses of the Plan
--------------------
Substantially all expenses incurred in the administration of the Plan,
including legal fees, accounting fees, Trustee's fees and other charges
of the Plan, are charged to and paid by the Company.
(Continued)
- 8 -
<PAGE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Notes to Financial Statements
(d) Cash and Cash Equivalents
-------------------------
Amounts consist of cash and short-term investments in highly liquid
instruments such as money market accounts and other securities which
generally have maturities of less than three months at date of purchase.
(e) Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities at
the date of the financial statements and the reported amounts of
additions to and deductions from net assets during the reporting period.
Actual results could differ from those estimates.
(3) Plan Termination
----------------
The Board of Directors of the Company has reserved the right to amend or
terminate the Plan. A participating employer may also terminate the Plan at
any time with respect to its employees. No amendment may reduce the accrued
benefits of any participant or give an employer any interest in the assets
of the Plan. In the event of termination of the Plan, a participant with
respect to whom the Plan has been terminated becomes vested in his or her
Matching Account.
(4) Income Taxes
------------
The Plan obtained its latest determination letter on August 21, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. This ruling reflects the Plan amendments adopted on December 8, 1995
and September 3, 1996. Additional amendments have been made to the Plan
since that time. If the Plan is not in compliance with the requirements of
Internal Revenue Code Section 401(a) and the related trust is not exempt
under Internal Revenue Code Section 501(a), the Company will take corrective
actions to meet the requirements of the Internal Revenue Code.
Amounts contributed to the Plan by the employer are not taxed to the
employee until distribution upon withdrawal, retirement or other
termination. Employee after-tax contributions are taxable in the year made
but not upon distribution. Employees may elect to make pre-tax contributions
which are not included in the employee's current earnings for federal income
tax purposes, but rather are taxable upon distribution. Any increase in the
value of common stock distributed is taxable to the employee when the stock
is sold.
(Continued)
- 9 -
<PAGE>
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Notes to Financial Statements
(5) Transfers From Other Plans
--------------------------
Transfers from other plans in 1999 and 1998 resulted from hourly employees
becoming salaried employees.
(6) Investments
-----------
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
<TABLE>
<S> <C> <C>
1999 1998
---- ----
Willamette Industries, Inc. common
stock (6,313,684 and 6,884,164
shares in 1999 and 1998, respectively) $ 293,191,701 230,604,837
Vanguard Institutional Index Fund
(303,924 and 254,285 shares
in 1999 and 1998, respectively) $ 40,728,854 28,696,041
Vanguard Balanced Index Fund
(1,023,393 and 810,986 shares
in 1999 and 1998, respectively) $ 20,693,008 14,987,019
</TABLE>
The total unrealized gain (loss) at December 30, 1999 and 1998 and the
related change by investment type for 1999 were as follows:
<TABLE>
<S> <C> <C> <C>
1998 Net change 1999
---- ---------- ----
Common stock $ 100,630,336 59,955,149 160,585,485
Mutual funds 11,382,344 6,328,209 17,710,553
Guaranteed investment contract 1,119,785 372,984 1,492,769
------------- -------------- -------------
$ 113,132,465 66,656,342 179,788,807
============= ============== =============
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</TABLE>
<PAGE>
<TABLE>
Schedule A
----------
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Line 27a - Schedule of Assets Held
for Investment Purposes
December 30, 1999
Description of Current
Identity of issue investment Cost value
----------------- ---------- ---- -----
<S> <C> <C>
U.S. Trust Excelsior Fund Money market fund $ 286 286
*Wells Fargo:
Short Term Income Fund Money market fund 1,953,283 1,953,283
------------- -------------
Cash Equivalents $ 1,953,569 1,953,569
============= =============
Vanguard:
Balanced Index Fund Mutual fund - 1,023,393 shares $ 16,550,500 20,693,008
Institutional Index Fund Mutual fund - 303,924 shares 27,160,809 40,728,854
------------- -------------
Mutual Funds $ 43,711,309 61,421,862
============= =============
*Willamette Industries, Common stock - 6,313,684
Inc. shares $ 132,606,216 293,191,701
============= =============
U.S. Trust Capital Guaranteed investment contract
Preservation Fund 297,561 units $ 8,387,452 9,880,221
============= =============
*Party in interest
- 11 -
</TABLE>
<PAGE>
<TABLE>
Schedule B
----------
WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
Line 27d - Schedule of Reportable Transactions
Year ended December 30, 1999
Number Book
Identity of Description Number Purchase of sales or Selling value Net
party involved of assets of purchases price disbursements price at sale gain
-------------- --------- ------------ ----- ------------- ----- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Willamette Industries, Inc. Common stock 48 $ 10,467,264 429 $ 33,549,425 $ 16,907,913 $ 16,641,512
Wells Fargo:
Short Term Income Fund Money market
fund 160 49,424,848 167 49,376,635 49,376,635 -
</TABLE>
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<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
WILLAMETTE INDUSTRIES
STOCK PURCHASE PLAN
(Name of Plan)
By: WILLAMETTE INDUSTRIES STOCK
PURCHASE PLAN COMMITTEE
By: /s/ David W. Morthland
----------------------------
David W. Morthland
Dated: June 26, 2000
- 13 -
