SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 25, 2000
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WILLAMETTE INDUSTRIES, INC.
(Exact name of Registrant as specified in charter)
Oregon
(State or other jurisdiction of incorporation)
1-12545
(Commission File No.)
93-0312940
(IRS Employer Identification No.)
1300 S.W. Fifth Avenue, Suite 3800
Post Office Box 22187
Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 227-5581
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Item 5. Other Events.
On November 11, 1999, the Board of Directors of Willamette
Industries, Inc. (the "Company") declared a dividend distribution of one stock
purchase right ("Right") for each outstanding share of common stock, $.50 par
value (the "Common Stock"), of the Company to shareholders of record at the
close of business on February 24, 2000 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series B Junior Participating Preferred Stock, $.50 par value (the "Preferred
Shares"), at a price of $200.00 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of February 25, 2000 (the "Rights Agreement"), between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate certificates
evidencing Rights (the "Right Certificates") will be distributed. Until the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (other than the Company, its employee
benefit plans, or a person who acquires his shares in a Sanctioned Tender Offer
as defined below) (an "Acquiring Person"), acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding shares of Common
Stock and (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors) following the commencement of (or the
announcement of an intention to make) a tender offer or exchange offer (other
than a Sanctioned Tender Offer) the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the outstanding
shares of Common Stock, the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate. The earlier of the dates described in clauses (i) and (ii)
above is referred to as the "Distribution Date." A "Sanctioned Tender Offer" is
a tender or exchange offer for all outstanding shares of Common Stock at a price
and on terms which a majority of the Board of Directors determines to be fair
and in the best interests of the Company and its shareholders, other than the
person making such offer and that person's affiliates and associates.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Stock. As long as
the Rights are attached to the Common Stock, the Company will issue one Right
with each share of Common Stock that becomes outstanding so that all outstanding
shares will have attached Rights. Until the Distribution Date (or earlier
redemption or expiration of the Rights), (i) Common Stock certificates issued
after the Record Date upon transfer or new issuance of Common Stock will contain
a notation incorporating the Rights Agreement by reference and (ii) the
surrender for transfer of any certificates evidencing Common Stock will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, Right Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the earliest of (i) the close of business on February 24,
2010, (ii) consummation of certain
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approved merger or exchange transactions as described below, and (iii)
redemption or exchange by the Company as described below.
In the event that any person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right (except as provided
below) will thereafter have the right to receive upon exercise that number of
shares of Common Stock of the Company having a market value of two times the
exercise price of the Right.
In the event that, at any time following the Distribution Date,
the Company is acquired in a merger or other business combination transaction,
or more than 50 percent of its assets or earning power is sold, proper provision
shall be made so that each holder of a Right (except as provided below) will
thereafter have the right to receive, upon the exercise at the then-current
exercise price of the Right, that number of shares of common stock of the
acquiring or surviving company having a market value of two times the exercise
price of the Right. The Rights will expire in connection with a merger or other
business combination transaction following a Sanctioned Tender Offer if
shareholders are offered the same price and form of consideration in the merger
or other business combination transaction as that paid in the Sanctioned Tender
Offer.
Following the occurrence of any of the events described in the
preceding two paragraphs, any Rights that are or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person shall immediately become null and void.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution.
No fractional Preferred Shares other than fractions in multiples
of one one-hundredth of a share will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.
At any time prior to the tenth day following the first public
announcement of the existence of an Acquiring Person, the Company may redeem the
Rights in whole, but not in part, at a price of $.0025 per Right (the
"Redemption Price"). Subject to certain conditions, the Company's right of
redemption may be reinstated after the expiration of the ten-day redemption
period if each Acquiring Person reduces its beneficial ownership to 10 percent
or less of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company. Immediately upon the action of the Board
of Directors ordering the redemption of the Rights (or at such time and date
thereafter as the Board of Directors may specify), the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
At any time after a person becomes an Acquiring Person and prior
to the Acquisition by such Acquiring Person of 50 percent or more of the
outstanding shares of Common Stock, the Company may exchange the Rights (other
than Rights beneficially owned
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by such Acquiring Person which became null and void), in whole or in part, for
Common Stock at the rate of one share per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The provisions of the Rights Agreement may be amended in any
manner prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended in order to cure any
ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interest of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group of persons that attempts to
acquire the Company, other than in a transaction approved by the Board of
Directors of the Company at a time when the Rights are redeemable. The Rights
should not interfere with any acquisition, merger or other business combination
approved by the Board of Directors at a time when the Rights are redeemable.
The Rights Agreement and the Company's Third Restated Articles of
Incorporation, as amended, setting forth the terms of the Preferred Shares are
filed as exhibits to this report and are incorporated herein by reference. The
foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement and the Third
Restated Articles of Incorporation, as amended.
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Item 7. Financial Statements, Proforma Financial Information, and Exhibits.
(c) Exhibits.
The exhibits filed herewith are listed in the exhibit index
following the signature page of this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
WILLAMETTE INDUSTRIES, INC.
Dated: February 25, 2000 By: /s/ Greg Hawley
Greg Hawley
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
3. Third Restated Articles of Incorporation, as amended, of
Willamette Industries, Inc. Incorporated by reference to Exhibit
3 to Willamette Industries, Inc.'s Registration Statement on Form
8-A filed February 24, 2000 (the "Form 8-A").
4. Rights Agreement dated as of February 25, 2000, between
Willamette Industries, Inc., and ChaseMellon Shareholder
Services, L.L.C. Incorporated by reference to Exhibit 4.1 to the
Form 8-A.
99.1 Description of Capital Stock of Willamette Industries, Inc.
99.2 Press release issued February 10, 2000.
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Exhibit 99.1
DESCRIPTION OF CAPITAL STOCK OF WILLAMETTE INDUSTRIES, INC.
The articles of incorporation (the "Articles") of Willamette
Industries, Inc. ("Willamette") authorize the issuance of up to 150 million
shares of common stock, $.50 par value ("Willamette Common"), and five million
shares of preferred stock, $.50 par value ("Willamette Preferred"), issuable in
series. The following description of Willamette's capital stock is qualified in
all respects by reference to the Articles.
WILLAMETTE COMMON
The holders of Willamette Common are entitled to one vote per
share on all matters on which shareholders are entitled to vote. Holders of
Willamette Common are entitled to receive dividends when and as declared by the
Board of Directors of Willamette (the "Willamette Board") out of any funds
lawfully available therefor and, in the event of liquidation or distribution of
assets, are entitled to participate ratably in the distribution of such assets
remaining after payment of liabilities, in each case subject to any preferential
rights granted to any series of Willamette Preferred that may then be
outstanding. Holders of Willamette Common do not have cumulative voting rights
with respect to any matter.
WILLAMETTE PREFERRED
The Articles authorize the Willamette Board, without further
shareholder authorization, to issue Willamette Preferred in one or more series
and to fix the preferences, limitations, and relative rights of the Preferred
Stock or of any series thereof, including dividend rights, and rights on
liquidation, including preferences over Willamette Common, all of which could
adversely affect the rights of holders of Willamette Common. The issuance of a
series of Willamette Preferred under certain circumstances could have the effect
of delaying or preventing a change of control of Willamette, could adversely
affect the rights of the holders of Willamette Common, may discourage offers for
Willamette Common at a premium over market price and may adversely affect the
market price of, and the voting and other rights of the holders of, Willamette
Common.
The Willamette Board has designated a series of 1,500,000 shares
of Willamette Preferred as Series B Junior Participating Preferred Stock, $.50
par value ("Series B Preferred Stock"). Each 1/100 of a share of Series B
Preferred Stock has dividend, liquidation and voting rights substantially
equivalent to that of one share of Willamette Common, except that Series B
Preferred Stock is entitled, after issuance, to a minimum quarterly dividend of
$1 per share and to a minimum liquidation preference of $1 per share.
The Willamette Board has adopted a Shareholder Rights Plan, as
described below, which enables holders of Willamette Common, under certain
circumstances, to purchase fractional shares of Series B Preferred Stock. See
"Shareholder Rights Plan," below. No Willamette Preferred is currently
outstanding, and Willamette has no present plans to issue any shares of
Willamette Preferred.
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SHAREHOLDER RIGHTS PLAN
On February 25, 2000, Willamette entered into a shareholder
rights agreement (the "Rights Agreement"). Under the Rights Agreement, each
share of Willamette Common shall initially have attached to it one preferred
stock purchase right (a "Right").
Each Right represents the right to purchase, if and when the
Rights are exercisable, 1/100 of a share of Series B Junior Participating
Preferred Stock, $.50 par value, at an exercise price of $200. The exercise
price and the number of shares issuable upon exercise of the Rights are subject
to adjustment in certain cases to prevent dilution. The Rights are evidenced by
the Willamette Common certificates and are not exercisable, or transferable
apart from the Willamette Common, until the earlier of the close of business on
(i) the tenth day after a public announcement that a person or group of
affiliated or associated persons (other than Willamette, its employee benefit
plans, or a person who acquires his shares in a Sanctioned Tender Offer as
defined below) (an "Acquiring Person"), acquired, or obtained the right to
acquire, beneficial ownership of 15 percent or more of the outstanding shares of
Willamette Common and (ii) the tenth business day (or such later date as may be
determined by the Willamette Board) after the commencement of (or the
announcement of an intention to make) a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15 percent or more of the outstanding shares of Willamette Common (the
earlier of the dates described in clauses (i) and (ii) above is referred to as
the "Distribution Date"). A "Sanctioned Tender Offer" is a tender or exchange
offer for all outstanding shares of Willamette Common at a price and on terms
which a majority of the Willamette Board determines to be fair and in the best
interests of Willamette and its shareholders, other than the person making such
offer and that person's affiliates and associates.
In the event any person becomes an Acquiring Person, each of the
Rights (other than the Rights held by the Acquiring Person and certain of its
transferees, all of which will be voided) entitles the holder to acquire
Willamette Common having a value equal to twice the Right's exercise price.
In the event Willamette is acquired in a merger or other business
combination transaction, or more than 50 percent of its assets or earning power
is sold, each Right will entitle its holder to purchase, at the then current
exercise price of the Right, that number of shares of common stock of the
surviving company which at the time of such transaction would have a market
value of two times the exercise price of the Right. The Rights will expire in
connection with a merger or other business combination transaction following a
Sanctioned Tender Offer if shareholders are offered the same price and form of
consideration in the merger or other business combination transaction as that
paid in the Sanctioned Tender Offer. The Rights do not have any voting rights
and are redeemable, at the option of Willamette, at a price of $.0025 per Right
at any time prior to the tenth day following the first public announcement of
the existence of an Acquiring Person.
The rights will expire on February 24, 2010. So long as the
Rights are not separately transferable, Willamette will issue one Right with
each new share of Willamette Common issued.
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The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
Willamette on terms not approved by Willamette's Board. The Rights should not
interfere with any merger or other business combination approved by the
Willamette Board because the Rights may be redeemed by Willamette until the
tenth business day following the first public announcement that a person or
group has become an Acquiring Person.
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Exhibit 99.2
PRESS RELEASE
WILLAMETTE INDUSTRIES INCREASES DIVIDEND 16.7%, AUTHORIZES MODERNIZATION
PROJECTS AND NEW SHAREHOLDER RIGHTS PLAN; APPOINTS NEW DIRECTOR
Portland, Oregon, February 10, 2000 (NYSE:WLL) -- Willamette Industries' board
of directors today declared a dividend of $.21 per share on Willamette's common
stock, an increase of 16.7% over last quarter's $.18 per share. The dividend is
payable on March 14, 2000 to shareholders of record on February 28, 2000.
The board approved plans to relocate the Tigard, Oregon, preprint facility and
acquire a new preprint press as well as plans to modernize the Dodson,
Louisiana, sawmill to improve its efficiency in using small logs. Further, the
board gave its approval to pursue plans to install a new lime kiln at the
Albany, Oregon, paper mill.
The board also accepted the retirement of Samuel C. Wheeler, long-time board
member and descendent of the family who founded Santiam Lumber Company which
became part of Willamette Industries when it was formed in 1967. Michael G.
Thorne, executive director of the Port of Portland, was appointed to the board
to fill Wheeler's unexpired term.
In other business the board approved a new shareholder rights plan to extend the
benefits of the company's existing rights plan that expires on February 25,
2000. Like the existing plan, the new shareholder rights plan is designed to
encourage any potential acquirer to negotiate with the Board, so that the Board
can ensure that all company shareholders receive fair and equal treatment in any
acquisition. The new plan is not being adopted in response to any specific
effort to acquire the company.
Under the new plan, stock purchase rights each having an exercise price of $200
will be issued to each company shareholder of record on February 24, 2000. The
rights will not be exercisable until a triggering event occurs. The new plan
lowers from 20 percent to 15 percent the percentage of the company's common
stock that a person or group can own before triggering the plan. It also lowers
from 30 percent to 15 percent the threshold for a tender or exchange offer that
would trigger the plan.
The new plan otherwise maintains substantially the same protections against
coercive or inadequate takeover attempts as are provided under the expiring
plan. A summary of the new plan will be sent to shareholders shortly after
February 24, 2000.
Willamette Industries is an integrated forest products company with 103 plants,
located in the U.S., France, Ireland and Mexico. The company owns 1.7 million
acres of forestland in the U.S. and manages it sustainably to produce building
materials, composite wood panels, fine paper, office paper products, corrugated
packaging and grocery bags.
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Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties and actual
results could differ materially from those projected. Such risks and
uncertainties include, but are not limited to, the effect of general economic
conditions; the level of new housing starts and remodeling activity; the
availability and terms of financing for construction; competitive factors,
including pricing pressures; the cost and availability of wood fiber; the effect
of natural disasters on the Company's timberlands; construction delays; risk of
nonperformance by third parties; and the impact of environmental regulations and
other costs associated with complying with such regulations. Please refer to
Willamette Industries' Securities and Exchange Commission filings for further
information.
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