<PAGE>
Exhibit (a)(5)(v)
IN THE CIRCUIT COURT OF THE STATE OF OREGON
FOR THE COUNTY OF MULTNOMAH
State ex rel. WEYERHAEUSER COMPANY and its
wholly owned subsidiary COMPANY HOLDINGS, Case No. 0012-12698
INC.,
AMENDED ANSWER AND
COUNTERCLAIM
Relators,
v.
WILLAMETTE INDUSTRIES, INC.,
Defendant.
For its amended answer to the alternative writ of mandamus (amending
only paragraph 7), Willamette Industries, Inc. ("Willamette"), alleges as
follows:
FIRST DEFENSE
1.
Answering paragraph 1, Willamette admits that this is a mandamus
action brought by two shareholders, that the court has jurisdiction, that venue
is proper, and that this matter should be scheduled pursuant to ORS 60.781(5).
Willamette denies the remaining allegations of paragraph 1.
2.
Page 1 - Amended Answer and Counterclaim
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Answering paragraph 2, Willamette admits that Weyerhaeuser Company
("Weyerhaeuser") is a Washington corporation located in Federal Way, Washington.
Willamette is without knowledge or information sufficient to form a belief as to
the truth of the remaining allegations in paragraph 2 and therefore denies the
same.
3.
Answering paragraph 3, Willamette admits the allegations contained
therein.
4.
Answering paragraph 4, Willamette admits that on November 29, 2000,
relators commenced a tender offer to acquire all the outstanding common stock of
Willamette and that on that day relators served on Willamette a written demand
for inspection of certain items. Willamette further admits that a copy of one
of relators' November 29, 2000, demands is attached to the petition as Exhibit
1. Willamette denies the remaining allegations of paragraph 4.
5.
Answering paragraph 5, Willamette admits that on December 7, 2000, it
provided corporate records pursuant to relators' November 29, 2000, demand and
that it did not provide the items requested in paragraphs (b) through (i) of the
November 29, 2000, demand. Willamette neither admits nor denies whether
relators have properly characterized their requested items because paragraphs
(b) through (i) of the November 29, 2000, demand speak for themselves.
6.
Answering paragraph 6, Willamette admits the allegations contained
therein.
7.
Answering paragraph 7, Willamette admits that insofar as applicable
here, ORS 60.771 and 60.774 specify records that relators are entitled to
inspect. Willamette further admits that some of the items relators seek are
available to Willamette and may be used by
Page 2 - Amended Answer and Counterclaim
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Willamette for the purpose of communicating with its shareholders. Willamette
denies the remaining allegations of paragraph 7.
8.
Answering paragraph 8, Willamette denies the allegations contained
therein.
9.
Answering paragraph 9, Willamette denies the allegations contained
therein, except that it admits that ORS 60.781(3) provides for recovery of
attorney fees as stated therein.
SECOND DEFENSE
(Failure to State a Claim)
10.
The alternative writ of mandamus fails to state a claim for relief
under
ORS 60.771(3) or 60.774(2)(c) because nowhere do relators allege that
the items they seek by way of the alternative writ of mandamus constitute "the
record of shareholders." Furthermore, the items that relators seek by their
alternative writ of mandamus are not "the record of shareholders" under Oregon
law. Therefore, relators have no right to inspect the records, and Willamette
has no obligation to permit an inspection.
THIRD DEFENSE
(Relators' Lack of Good Faith or a Proper Purpose)
11.
Relators allege that the items are sought for "the purpose of
communicating with relators' fellow Willamette shareholders on matters relating
to their mutual interests as shareholders, including, but not limited to,
communicating with the shareholders regarding the proposed business
combination." Alternative Writ of Mandamus, (P) 4. These grounds do not
suffice for one or more of the following reasons:
Page 3 - Amended Answer and Counterclaim
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1. Relators do not have "mutual interests" with other shareholders.
Relators' interest is to acquire Willamette's common stock at the lowest
possible price; this purpose is inimical to the interests of the shareholders of
Willamette.
2. Relators seek the information in order to obtain Willamette's
common stock at the price of $48 a share without revealing to the shareholders
that relators believe the stock they seek to acquire at $48 a share is worth
significantly more than $48 a share.
3. Relators do not need the information to communicate with
shareholders because Willamette has already communicated relators' tender offer
to shareholders, as Willamette is permitted to do under federal law.
FOURTH DEFENSE
(Good Faith)
12.
Willamette has refused inspection of the items sought in good faith
because it had a reasonable basis for doubt about the right of relators (if any)
to inspect the records demanded.
See ORS 60.781(3).
---
(COUNTERCLAIM)
13.
Willamette is entitled to recover its reasonable attorney fees and
costs incurred herein, pursuant to ORS 34.210.
Page 4 - Amended Answer and Counterclaim
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WHEREFORE, having fully answered the alternative writ of mandamus,
Willamette prays that it be dismissed, that relators take nothing thereby, and
that Willamette recover its reasonable attorney fees and costs and disbursements
incurred herein from relators.
DATED this19th day of December, 2000.
MILLER NASH LLP
/s/ John F. Neupert
----------------------------------
John F. Neupert
Oregon State Bar No. 78316
Michael J. Chepiga
James Gamble
SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
Pro Hac Vice Admission Pending
Attorneys for Defendant
Willamette Industries, Inc.
Page 5 - Amended Answer and Counterclaim
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I hereby certify that I served the foregoing Willamette Industries,
Inc.'s amended answer and counterclaim on:
Mr. Michael H. Simon
Ms. Anne L. Nichol
Perkins Coie LLP
1211 S.W. Fifth Avenue, Suite 1500
Portland, Oregon 97204
Ms. Elizabeth Grayer
Cravath, Swaine & Moore
Worldwide Plaza
825 8th Avenue
New York, New York 10019-7476
Fax: (212)474-3700
by the following indicated method or methods:
[X] by faxing full, true, and correct copies thereof to the
attorneys at the fax numbers shown above, which is the last-
known fax number for the attorneys' office, on the date set
forth below. The receiving fax machine was operating at the time
of service and the transmission was properly completed,
according to the attached confirmation report.
DATED this 19th day of December, 2000.
/s/ John F. Neupert
----------------------------
John F. Neupert
Of Attorneys for Defendant
Willamette Industries, Inc.
Page 1 - Certificate Service
