WILLAMETTE INDUSTRIES INC
10-Q, 2000-08-14
PAPER MILLS
Previous: WHITNEY HOLDING CORP, 10-Q, EX-27, 2000-08-14
Next: WILLAMETTE INDUSTRIES INC, 10-Q, EX-12, 2000-08-14




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

              (x) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the Quarterly Period Ended

                                  June 30, 2000
                                  -------------

                         Commission File Number 1-12545
                                                -------



                           Willamette Industries, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                State of Oregon                        93-0312940
--------------------------------------------------------------------------------
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)            Identification No.)



            1300 S.W. Fifth Avenue, Suite 3800, Portland, Oregon       97201
--------------------------------------------------------------------------------
               (Address of principal executive offices)              (Zip Code)



        Registrant's telephone number, including area code (503) 227-5581
                                                           --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                   Yes  X         No ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date.  Common  Stock,  50 cent par
value: 109,204,522 at August 7, 2000.

<PAGE>

WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                           FORM 10-Q
CONSOLIDATED BALANCE SHEETS                                               PART I
(DOLLAR AMOUNTS, EXCEPT PER SHARE AMOUNTS, IN THOUSANDS)                  ITEM 1

<TABLE>
                                                          JUNE 30,     DECEMBER 31,
                            ASSETS                          2000           1999
                            ------                      ----------       ---------
Current assets:
<S>                                                     <C>              <C>
  Cash                                                  $   24,142          25,557
  Accounts receivable, less allowance
    for doubtful accounts of $3,831 and $3,222             446,764         382,763
  Inventories (Note 2)                                     452,440         445,110
  Prepaid expenses and timber deposits                      32,366          36,160
                                                        ----------       ---------

      Total current assets                                 955,712         889,590

Timber, timberlands and related facilities, net          1,037,819       1,057,529

Property, plant and equipment, at cost less
  accumulated depreciation of $2,615,011 and
  $2,485,524                                             2,920,570       2,751,210

Other assets                                                99,993          99,532
                                                        ----------       ---------

                                                        $5,014,094       4,797,861
                                                        ==========       =========


            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------

Current liabilities:
  Current installments on long-term debt                $    3,122           3,256
  Notes payable                                            111,480          13,617
  Accounts payable, includes book overdrafts
    of $67,307 and $53,653                                 213,197         212,222
  Accrued expenses                                         200,677         180,824
  Accrued income taxes                                       7,962          22,200
                                                        ----------       ---------

       Total current liabilities                           536,438         432,119

Deferred income taxes                                      533,904         491,374

Other liabilities                                           36,474          41,813

Long-term debt, net of current installments              1,656,927       1,628,843

Stockholders' equity:
  Preferred stock, cumulative, $.50 par value.
    Authorized 5,000,000 shares                                  -               -

  Common stock, $.50 par value. Authorized 150,000,000
    shares; issued 109,199,682 and 111,587,433 shares       54,600          55,794
  Capital surplus                                          222,521         303,626
  Retained earnings                                      1,973,230       1,844,292
                                                        ----------       ---------

       Total stockholders' equity                        2,250,351       2,203,712
                                                        ----------       ---------

                                                        $5,014,094       4,797,861
                                                        ==========       =========
</TABLE>

                                       2
<PAGE>

WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                           FORM 10-Q
CONSOLIDATED STATEMENTS OF EARNINGS                                       PART I
(AMOUNTS, EXCEPT PER SHARE AMOUNTS, IN THOUSANDS)                         ITEM 1




                                       THREE MONTHS ENDED       SIX MONTHS ENDED
                                             JUNE 30,               JUNE 30,
<TABLE>
                                     ----------------------  ----------------------
                                        2000        1999        2000        1999
                                     ----------   ---------  ----------   ---------


<S>                                  <C>          <C>        <C>          <C>
Net sales                            $1,135,006   1,007,369  $2,249,320   1,930,822

Cost of sales                           891,019     808,408   1,777,899   1,586,703
                                     ----------   ---------  ----------   ---------

  Gross profit                          243,987     198,961     471,421     344,119

Selling and administrative expenses      70,088      65,909     138,068     131,061
                                     ----------   ---------  ----------   ---------

  Operating earnings                    173,899     133,052     333,353     213,058

Other expense - net                      (5,518)       (304)     (6,004)       (395)
                                     ----------   ---------  ----------   ---------

                                        168,381     132,748     327,349     212,663

Interest expense                         30,683      31,609      59,416      64,369
                                     ----------   ---------  ----------   ---------
   Earnings before provision for
     income taxes                       137,698     101,139     267,933     148,294

 Provision for income taxes              47,506      37,825      92,437      53,386
                                     ----------   ---------  ----------   ---------

   Net earnings                      $   90,192      63,314  $  175,496      94,908
                                     ==========   =========  ==========   =========

 Per share information:
   Basic earnings per share          $     0.82        0.57  $     1.59        0.85
                                     ==========   =========  ==========   =========
   Diluted earnings per share        $     0.82        0.57  $     1.58        0.85
                                     ==========   =========  ==========   =========
   Dividends                         $     0.21        0.18  $      .42        0.34
                                     ==========   =========  ==========   =========
 Weighted average shares outstanding:
   Basic                                110,177     111,362     110,723     111,183
                                     ==========   =========  ==========   =========
   Diluted                              110,528     112,055     111,217     111,787
                                     ==========   =========  ==========   =========
</TABLE>

Per share earnings,  both basic and diluted, are based upon the weighted average
number of shares outstanding.

Diluted  weighted  average shares  outstanding are calculated using the treasury
stock method and assume that all stock  options with a market value greater than
the grant price at the balance sheet date are exercised.

                                       3
<PAGE>

WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES                           FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS                                     PART I
(DOLLAR AMOUNTS IN THOUSANDS)                                             ITEM 1

                                                            SIX MONTHS ENDED
                                                                JUNE 30,
                                                        -----------------------
                                                           2000          1999
                                                        ----------    ---------
Cash flows from operating activities:
  Net earnings                                          $  175,496       94,908
  Adjustments to reconcile net earnings to net cash
    provided by operating activities:
      Depreciation                                         121,864      118,696
      Cost of fee timber harvested                          21,184       21,525
      Other amortization                                     9,255        8,352
      Deferred income taxes                                 30,618       37,377
      Changes in working capital items:
         Accounts receivable                               (56,697)     (79,298)
         Inventories                                         3,880        8,799
         Prepaid expenses and timber deposits                4,299        5,570
         Accounts payable and accrued expenses              14,154        1,017
         Accrued income taxes                              (14,238)     (11,264)
                                                        ----------    ---------
  Net cash provided by operating activities                309,815      205,682
                                                        ----------    ---------

Cash flows from investing activities:
      Proceeds from sale of assets                             661          615
      Expenditures for property, plant and equipment      (168,297)    (120,764)
      Expenditures for timber and timberlands               (2,300)      (6,579)
      Expenditures for roads and reforestation              (6,695)      (5,908)
      Acquisitions                                        (149,514)          -
      Other                                                 17,973      (34,239)
                                                        ----------    ---------
  Net cash used in investing activities                   (308,172)    (166,875)
                                                        ----------    ---------

Cash flows from financing activities:
      Net change in operating lines of credit               97,863       26,332
      Debt borrowing                                       110,241       27,770
      Proceeds from sale of common stock                     1,758       15,356
      Repurchased common stock                             (84,071)          -
      Cash dividends paid                                  (46,558)     (37,820)
      Payment on debt                                      (82,291)     (81,874)
                                                        ----------    ---------
  Net cash used in financing activities                     (3,058)     (50,236)
                                                        ----------    ---------

Net change in cash                                          (1,415)     (11,429)

Cash at beginning of period                                 25,557       31,359
                                                        ----------    ---------

Cash at end of period                                   $   24,142       19,930
                                                        ==========    =========

Supplemental disclosures of cash flow information:
 Cash paid during the period for:
   Interest (net of amount capitalized)                 $   58,968       65,179
                                                        ==========    =========

   Income taxes                                         $   76,057       22,800
                                                        ==========    =========

                                       4
<PAGE>

                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 1



                  WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000


Note 1        The information  furnished in this report reflects all adjustments
              which are, in the opinion of management, necessary to fairly state
              the results for the interim periods presented.

Note 2        The  components  of  inventories  are  as  follows  (thousands  of
              dollars):

                                               June 30,    December 31,
                                                 2000           1999
                                              ----------     ----------

              Finished product                $  137,841        139,385
              Work in progress                     8,579          7,722
              Raw material                       206,582        198,866
              Supplies                            99,438         99,137
                                              ----------     ----------

                                              $  452,440        445,110
                                              ==========     ==========

Note 3        In May 2000, the company  completed its  acquisition of Corrugados
              Tehuacan S.A. de C.V. for $70.1 million.  This company  operates a
              state-of-the-art  corrugated  container  plant,  a solid fiber box
              plant and a small recycled linerboard and medium mill, all located
              in Mexico.  Also in May 2000,  the  company  purchased  a hardwood
              market  pulp  mill  in  Port  Wentworth,  Georgia.  After  process
              improvements, the company's total investment in the Port Wentworth
              facility is expected to be approximately $90.0 million.

              These  acquisitions  were accounted for using the purchase method.
              The operating results of these  acquisitions have been included in
              the   consolidated   statements  of  earnings  from  the  date  of
              acquisition.

Note  4       Earnings before income taxes for the three- and six-month  periods
              ended June 30, 2000, include charges totaling $5.1 million related
              to estimated costs for the closure of the Dallas,  Oregon, plywood
              plant and anticipated  settlement costs for alleged  violations of
              the federal Clean Air Act and related state regulations  involving
              the company's building materials operations.



              Other notes have been  omitted  pursuant  to Rule 10-01  (a)(5) of
              Regulation S-X.

                                       5
<PAGE>

                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 2


                  WILLAMETTE INDUSTRIES, INC. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION
                                  JUNE 30, 2000


The  company's  three basic  businesses,  white paper,  brown paper and building
materials,  are affected by changes in general  economic  conditions.  White and
brown paper sales and  earnings  tend to follow the  general  economy.  Building
materials  activity  is  closely  related  to  new  housing  starts  and  to the
availability and terms of financing for construction.  All industry segments are
influenced by global  economic  factors of supply and demand.  In addition,  the
cost of wood and recycled  fiber,  basic raw  materials  for all  segments,  are
sensitive to various supply and demand factors  including  environmental  issues
affecting supply.

                                               SEGMENT INFORMATION

                            Three Months Ended          Six Months Ended
                                 June 30,                    June 30,
                         -----------------------    -----------------------
                            2000         1999          2000         1999
                         ----------   ----------    ----------   ----------
Net Sales:
  White Paper            $  346,793      264,667    $  688,303      522,616
  Brown Paper               427,026      354,188       831,592      686,885
  Building Materials        361,187      388,514       729,425      721,321
                         ----------   ----------    ----------   ----------

                         $1,135,006    1,007,369    $2,249,320    1,930,822
                         ==========   ==========    ==========   ==========

Operating Earnings:
  White Paper            $   60,342       11,991       118,622       21,181
  Brown Paper                79,654       55,479       146,910       89,153
  Building Materials         46,169       76,863        91,447      126,621
  Corporate                 (12,266)     (11,281)      (23,626)     (23,897)
                         ----------   ----------    ----------   ----------

                         $  173,899      133,052    $  333,353      213,058
                         ==========   ==========    ==========   ==========

                                       6
<PAGE>

                              RESULTS OF OPERATIONS
                              ---------------------
                   Second Quarter 2000 vs. Second Quarter 1999
                   -------------------------------------------

Consolidated  net sales  increased  12.7% in the second quarter of 2000 compared
with the  second  quarter of 1999.  Operating  earnings  increased  30.7% in the
second quarter of 2000 compared with the second quarter of 1999, as increases in
the white  and  brown  paper  segments  outpaced  the  decline  in the  building
materials segment.

White paper operating earnings were more than five times higher primarily due to
an increase in net sales of 31.0% in the second  quarter of 2000 compared to the
second  quarter of 1999.  Second quarter 2000 average  selling prices  increased
over 1999 in all product lines as follows: cut sheets -- 19.6%, continuous forms
-- 15.7%,  fine paper -- 23.3%, and hardwood market pulp -- 42.0%. By the end of
the second quarter 2000, prices were softening.

Unit  shipments  of cut sheets  increased  12.6% in the  second  quarter of 2000
predominantly due to the successful start-up of the Washington Courthouse, Ohio,
facility.  Fine paper and forms  shipments  were flat for the second  quarter of
2000 versus the same period of 1999.

Favorable   increases  in  selling  prices  and  unit  shipments   outpaced  the
unfavorable  increases  in raw material  costs.  Chip costs  increased  6.3% and
softwood pulp costs  increased  35.3% in the second  quarter of 2000 compared to
the second quarter of 1999. The gross profit margin for white paper increased to
22.0% in the second  quarter  of 2000  compared  to 10.1% in the same  period in
1999.

Brown paper operating  earnings  increased 43.6% largely due to increases in net
sales of 20.6% in the second  quarter of 2000 compared to the second  quarter of
1999.  These  increases were driven by average  selling price increases of 16.1%
for  corrugated  containers and 13.5% for grocery bags. By the end of the second
quarter of 2000, brown paper prices were stable.

                                       7
<PAGE>

Unit corrugated  container  shipments increased 3.5% while grocery bag shipments
declined 8.3%. The results of operations for the brown paper segment include the
positive  contributions of Corrugados  Tehuacan S.A. de C.V., which was acquired
by the company on May 31, 2000.

The  favorable  increases in average  selling  prices and  corrugated  container
shipment  volumes  more than  compensated  for the  unfavorable  increase in old
corrugated  container  (OCC) costs,  which  increased  73.8% from the comparable
period in 1999.  Despite  increased  OCC costs,  gross profit  margins for brown
paper  improved to 24.9% in the second  quarter of 2000 compared to 22.9% in the
second quarter of 1999.

The  building  materials  segment's  results  for  the  second  quarter  of 2000
reflected  pricing  pressure due to  increased  industry  production  and higher
interest rates leading to declining new housing  starts.  Sales declined 7.0% in
the second quarter of 2000 compared to the second quarter of 1999, and operating
earnings  declined 39.9% over the same periods.  Average selling prices declined
14.7% for lumber,  15.2% for plywood,  9.7% for OSB, and 11.7% for international
MDF.   Conversely,   average   selling   prices   increased  6.4%  for  domestic
particleboard  and 10.1% for domestic MDF reflecting the typical lag in activity
of these product lines behind the lumber and structural panel product lines.

The only building materials segment product line showing a significant  increase
in unit shipments was domestic  particleboard.  Domestic particleboard shipments
increased  5.9% in the  second  quarter  of 2000  over the same  period in 1999.
However,  unit shipments in all other building  materials  segment product lines
reflected the flagging demand for most building materials products. Shipments of
lumber,  domestic MDF and  international MDF were relatively flat for the second
quarter of 2000;  plywood  shipments  declined 5.2%, and OSB shipments  declined
2.2%.  In June of 2000,  the  company  permanently  closed the  Dallas,  Oregon,
plywood plant,  a victim of weak market  conditions  and

                                       8
<PAGE>

competition from less expensive substitute  products.  As a result of the market
pricing  pressures,   the  building  materials  segment's  gross  profit  margin
decreased  to 17.0% in the  second  quarter  of 2000  from  23.4% in the  second
quarter of 1999.

Selling and  administrative  expenses  increased  $4.2 million,  or 6.3%, in the
second quarter of 2000 compared to the second quarter of 1999,  primarily due to
new operations. However, the ratio of selling and administrative expenses to net
sales  declined to 6.2% for the second  quarter of 2000 compared to 6.5% for the
same period in 1999.

Other  expense - net increased  $5.2 million in the second  quarter of 2000 when
compared to the same period of 1999.  This  increase  reflects  charges taken in
June 2000  totaling  $5.1  million  before  taxes for the closure of the Dallas,
Oregon, plywood plant and anticipated settlement costs associated with penalties
and supplemental environmental projects in connection with alleged violations of
the federal Clean Air Act and related state regulations  involving the company's
building materials operations.  A consent decree was lodged in the United States
District  Court for the  District  of Oregon in July 2000 and is  subject to the
approval of the court.

Interest  expense was $30.7 million in the second  quarter of 2000 compared with
$31.6 million in the prior period.  The decrease in interest expense is due to a
decrease in average debt  outstanding  of $180 million in the second  quarter of
2000 compared to the second quarter of 1999,  partially offset by an increase in
the company's  effective  interest rate,  which  increased to 7.6% in the second
quarter of 2000 from 7.1% for the same period in 1999.

        Six Months ended June 30, 2000 vs. Six Months ended June 30, 1999
        -----------------------------------------------------------------

Consolidated  net sales increased 16.5% and operating  earnings  increased 56.5%
for the first six months of 2000 due to strong  performance from the white paper
and brown paper segment operations.

                                       9
<PAGE>

White paper sales increased 31.7% over the first six months of 1999 due to price
and volume increases in all product lines except continuous forms.  Sales prices
increased  in all product  lines with price  increases  of 19.4% for  cutsheets,
21.3% for fine paper,  15.4% for continuous  forms and 47.0% for market pulp. In
addition,  unit  shipments  increased in all product lines except for continuous
forms for the first half of 2000 compared to the same period in the prior year.

Increased  prices and unit  shipments  were offset in part by  increases  in raw
material  costs.  Chip costs  increased  3.6% and softwood pulp costs  increased
33.6% for the six months ended June 30, 2000 when  compared with the same period
ended June 30, 1999.  Even after  increased  raw  materials  costs,  white paper
operating  earnings were more than five times higher than operating earnings for
the first half of 1999. Gross profit margin increased to 21.8% for the first six
months of 2000, up from 9.6% in the same period of 1999.

Brown paper net sales increased 21.1% over the first half of 1999 due to selling
price  increases in all product lines and increased unit shipments of corrugated
containers.  Selling prices increased 16.4% for corrugated  containers and 13.4%
for grocery bags.  Unit shipments  increased 4.6% for corrugated  containers and
declined 1.0% for grocery bags.

The increases in selling price and unit shipments improved brown paper operating
earnings  by 64.8%  despite a 64.5%  increase  in OCC costs.  Brown  paper gross
profit margins improved to 24.0% from 20.3% in the first half of 1999.

Building  materials  sales  increased  1.1% from the  first  six  months of 1999
despite the continued  price erosion which began early in the second  quarter of
2000.  Sales prices were mixed compared to the first half of 1999.  Sales prices
for the first half of 2000 increased for OSB by 7.4%, domestic  particleboard by
7.7% and domestic MDF by 10.4%. However,  prices continued to

                                       10
<PAGE>

weaken for lumber,  which decreased 5.0%;  plywood,  which decreased  12.0%; and
international MDF, which decreased 14.5% from the first six months of 1999.

Unit  shipments  were  up for  the  first  half of  2000  for  lumber,  domestic
particleboard  and both  international  and domestic MDF. Plywood unit shipments
decreased  2.7%.  OSB unit shipments also declined by 5.4% compared to the first
six months of 1999.  Higher  log costs  also  impacted  the  building  materials
segment operating results as log costs increased 4.2% in the first six months of
2000  compared  to the  first  half of 1999.  As a result  of  increased  market
pressure,  building  materials  operating earnings decreased 27.8% for the first
six months of 2000 compared to the same period in 1999. Gross profit margins for
the first half of 2000 were 16.7%, down from 21.4% in the same period in 1999.

Selling and administrative  expenses increased $7.0 million, or 5.3%,  primarily
due  to  the  expansion  of  company  operations.   The  ratio  of  selling  and
administrative  expenses to net sales decreased to 6.1% for the first six months
of 2000 from 6.8% for the same period in 1999.

Interest  expense was $59.4  million  for the first six months of 2000  compared
with  $64.4  million  for  the  first  six  months  of  1999.  The  decrease  is
attributable to decreased  average debt  outstanding of $215 million,  partially
offset by an increase in the company's effective interest rate from 7.1% for the
first  six  months  of 1999 to 7.5% for  2000.  Capitalized  interest  increased
slightly to $2.2 million for the first half of 2000 from $1.2 million in 1999.

Other expense - net includes  charges totaling $5.1 million before taxes for the
closure of the Dallas,  Oregon,  plywood plant and anticipated  settlement costs
associated with penalties and supplemental  environmental projects in connection
with  alleged  violations  of the  federal  Clean  Air  Act  and  related  state
regulations involving the company's building materials operations.

                                       11
<PAGE>

                     Financial Condition as of June 30, 2000
                     ---------------------------------------

For the first six  months of 2000,  cash flows from  operating  activities  were
$309.8 million,  representing an increase of 50.6% from the same period in 1999.
The increase was primarily attributable to increased earnings in the white paper
and brown paper segments.

Net working  capital  decreased to $419.3 million at June 30, 2000,  compared to
$457.5  million at December 31, 1999.  The total debt to capital ratio was 44.0%
at June 30, 2000, up from 42.8% at December 31, 1999, mainly due to acquisitions
completed in the second quarter.

In  May  2000,  the  company  strengthened  its  position  in  Mexico  with  the
acquisition of Corrugados Tehuacan S.A. de C.V. for $70.1 million.  This company
operates a  state-of-the-art  corrugated  container  plant in Ixtac,  a recycled
linerboard and corrugating medium mill in Xalapa, and a solid fiber box plant in
Tehuacan.

Also in May, the company acquired a hardwood market pulp mill in Port Wentworth,
Georgia. After process improvements,  the company's total investment in the Port
Wentworth facility is expected to be approximately $90.0 million.  Production at
the Port Wentworth mill is expected to begin in the fourth quarter of 2000.

The company is continually  making  capital  expenditures  at its  manufacturing
facilities to improve fiber  utilization,  achieve labor  efficiency  and expand
production.  In the first half of 2000, the company  incurred  $168.3 million in
capital expenditures for property, plant and equipment.

In June, the company completed its $100 million stock repurchase program. During
the first six months of 2000, the company  repurchased  2,447,100  common shares
for $84.1 million.

                                       12
<PAGE>

In April, the Board of Directors declared a quarterly cash dividend of $0.21 per
share.  However,  there is no assurance as to future dividends as they depend on
earnings, capital requirements and financial condition.

The company  believes it has the resources  available to meet its short-term and
long-term liquidity requirements.  Resources include internally generated funds,
short-term  borrowing  arrangements and the unused portion of the revolving loan
available under a bank credit agreement.

                           Forward-Looking Statements
                           --------------------------

Statements contained in this report that are not historical in nature, including
without limitation trends in pricing levels, adequacy of the company's liquidity
resources  and the  impact of  environmental  regulations,  are  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are subject to risks and uncertainties that may
cause actual future  results to differ  materially  from those  projected.  Such
risks and  uncertainties  with  respect to the  company,  in  addition  to those
included with the forward-looking  statements,  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 non-performance by third parties; and the impact of
environmental  regulations  including the costs  associated  with complying with
such regulations. In view of these uncertainties, investors are cautioned not to
place undue reliance on such forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
------------------------------------------------------------------

No disclosure is required under this item.

                                       13
<PAGE>

                                                                       FORM 10-Q
                                                                         PART II

                                OTHER INFORMATION


Item 1.  Legal Proceedings
-------  -----------------

In the fourth  quarter of 1997,  the company  received a series of requests from
the  Environmental  Protection Agency (EPA) for information under Section 114 of
the Clean Air Act (the Act) with  respect to the  company's  building  materials
operations.  The  requests  focused on  compliance  with  regulations  under the
Prevention of Significant  Deterioration  (PSD) Program under the Act. On May 7,
1998, the EPA issued a Notice of Violation (NOV) alleging  violations of the Act
and related  state  regulations,  and on December 11, 1998,  issued a second NOV
supplementing  and  clarifying  the first NOV.  The company has signed a consent
decree  providing  for   implementation   of  a  compliance   program  including
installation  of  pollution  control  technology  at  several  facilities  at an
estimated  cost of $28 million,  implementation  of  supplemental  environmental
projects  (SEPs) at a cost of $8 million and  payment of a civil  penalty of $11
million plus interest.  The company has established  reserves to provide for the
estimated  final  settlement  costs for the civil penalty and SEPs.  The consent
decree and related  complaint were lodged with the United States  District Court
for the  District of Oregon on July 20, 2000.  The consent  decree is subject to
the court's approval.

In November  1998, the company  received from the EPA a request for  information
under  Section  114 of the  Act  with  respect  to  the  company's  Johnsonburg,
Pennsylvania,  pulp and paper mill. This request also focused on compliance with
the PSD  regulations.  Subsequently,  on April 19, 1999, the company received an
NOV relating to its  Johnsonburg  mill.  The NOV asserts  violations  of the Act
relating to two alleged  major  modifications  to the plant,  allegedly  without
proper PSD permits and without complying with applicable PSD  requirements.  The
company received a demand letter from the EPA to correct the alleged  violations
contained  in this NOV. In February  2000,  the company  responded to the demand
letter and is continuing efforts to resolve the matter.

                                       14
<PAGE>

In a separate matter at the Johnsonburg mill, the company entered into a consent
order  and   agreement  in  May  2000  with  the   Pennsylvania   Department  of
Environmental  Protection providing for a fine of approximately $164,000 for air
quality violations.

In August 1999, the company  received  another Section 114  information  request
from the EPA  relating to the  company's  paper mill in Campti,  Louisiana.  The
company  responded to the request in November  1999.  The company has  conducted
several meetings with state and federal officials  regarding the Campti mill and
has agreed to provide  additional  information  to the EPA.  Also,  in March and
November 1999, the company  received  Section 114 requests from the EPA relating
to the company's paper mill in Hawesville,  Kentucky.  In April 1999 and January
2000, the company provided the requested information to the EPA.

In March 2000, the company received  requests for information from the EPA under
Section 114 of the Act related to the Marlboro,  South  Carolina and  Kingsport,
Tennessee,  fine paper mills. The company responded to the requests in June 2000
and has requested a meeting with the EPA to discuss the responses. To date, NOVs
have not been issued by the EPA relating to the Campti, Hawesville,  Marlboro or
Kingsport mills.

The company  believes  that the outcome of the foregoing  proceedings  and other
proceedings  to which the  company is a party  will not have a material  adverse
effect on the company's financial position.


Item 6. Exhibits and Reports on Form 8-K
----------------------------------------

              (a)  Exhibits
                   --------

                   Exhibit No.                Exhibit
                   -----------                -------

                       12                     Ratio of Earnings
                                              to Fixed Charges.

                       27                     Financial Data Schedule for six-
                                              month period ended June 30, 2000.
              (b)  Reports on Form 8-K
                   -------------------

                   No  reports on Form 8-K were filed  during  the  quarter  for
                   which this report is filed.

                                       15
<PAGE>

                                    SIGNATURE

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.



                                 By /s/G. W. Hawley
                                    G. W. HAWLEY
                                    Executive Vice President,
                                    Chief Financial Officer,
                                     Secretary and Treasurer
                                    (Principal Financial Officer)

Date:  August 11, 2000



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission