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SCHEDULE 14A
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
[_] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[X] Soliciting Material Under Rule 14a-12
Willamette Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[Willamette Industries, Inc. Letterhead]
January 18, 2001
To Fellow Shareholders:
Willamette Industries continues to be the target of a hostile takeover
attempt by Weyerhaeuser Company. Weyerhaeuser's offer to purchase Willamette for
$48 per share was originally scheduled to expire on January 4, 2001, but was
extended by Weyerhaeuser to February 1, 2001. If Weyerhaeuser continues its
hostile actions, they will likely keep extending their offer since they cannot
buy any tendered shares without the consent of Willamette's Board.
It is your Board's strong belief that Weyerhaeuser's unsolicited offer is
simply an opportunistic attempt to acquire one of the industry's leading
companies, launched at a time when stock prices in the industry were depressed.
Accordingly, we continue to recommend that you not tender your shares to
Weyerhaeuser.
We believe that based on Willamette's inherent earnings power and long-term
strategic plan, the interests of Willamette, its shareholders and other
constituencies would best be served by the Company continuing as an independent
entity.
Supporting our belief are Willamette's recently released financial results
for 2000, in which we again demonstrated our ability to produce outstanding
sales and earnings growth as an independent company. Attached, for your
information, is a copy of our earnings release issued today. Irrespective of
Weyerhaeuser's offer, we intend to continue to pursue our successful long-term
strategic plan and create value for all shareholders.
We understand that Weyerhaeuser's hostile takeover attempt may be confusing
to many of you. We have therefore answered some of the most frequently asked
questions below. In addition, we encourage you to call our Information Agent,
MacKenzie Partners, at (800) 322-2885 (toll-free) or at (212) 929-5500
(collect), with any questions.
Q: What is a "tender offer"?
A: A tender offer is an offer to buy shares at a certain price, and
subject to certain conditions, often with the objective of taking
control of a company. In this case, Weyerhaeuser is attempting to
circumvent the Willamette Board's rejection of their offer.
Q: Why can't Weyerhaeuser purchase any shares now?
A: Weyerhaeuser can't purchase any shares through the tender until all of
the conditions to its offer are satisfied. Among the most significant
of these conditions is the waiving of Willamette's shareholder rights
plan and the protection of the Oregon corporation laws, which guard
the Company's shareholders against opportunistic takeover attempts.
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Q: I read that Weyerhaeuser now owns 48% of Willamette. Is that true?
What if over 50% of the shares are tendered to Weyerhaeuser? Do they
then own Willamette?
A: No. Each time the Weyerhaeuser offer is extended, they are required to
report the number of shares currently "tendered" to them, but that
does not mean Weyerhaeuser owns any of those shares. Irrespective of
the number of shares tendered, it would be extraordinarily unlikely
that Weyerhaeuser would buy any shares of Willamette under the tender
without the Willamette Board's consent because of our strong takeover
protections.
Q: If I support Willamette, what should I do?
A: If you support Willamette, disregard any tender or proxy materials you
get from Weyerhaeuser. If you have tendered your shares, call
MacKenzie Partners for assistance in withdrawing them. At the
appropriate time, we will provide detailed instructions on any other
action you can take to support your Company.
Q: If I've tendered my shares to Weyerhaeuser, how do I now withdraw them
and get them back?
A: If you've tendered your shares to Weyerhaeuser you can withdraw them
at any time by sending a notice of withdrawal; MacKenzie Partners
would be pleased to assist you with this straightforward procedure.
Q: If I don't tender my shares and Willamette is sold to Weyerhaeuser,
will I be paid a different price than if I had tendered?
A: According to Weyerhaeuser's filings, shareholders who did not tender
would be offered the same price as those who did. Your Board
continues to recommend that you not tender your shares to
Weyerhaeuser.
Q: What happens next?
A: We hope Weyerhaeuser ceases its hostile actions, but if it doesn't, it
has announced that it intends to nominate four directors, three of
whom are former Weyerhaeuser employees, for election to the Willamette
Board. It is likely that you will receive material from Weyerhaeuser
on this matter soon, but no action on your part is needed now. When
the time for action comes, Willamette will provide you with detailed
instructions on casting your vote for Willamette's nominees. Since the
majority of Willamette's directors are not up for re-election this
year, even if Weyerhaeuser is successful in installing its
representatives on your Board, Weyerhaeuser's nominees could not by
themselves bring about the sale of the Company.
Q: How long could this go on?
A: While it is difficult to say how this situation will play out, it may
take months or even years to reach its conclusion.
We hope this answers some of your most pressing questions, and we
again encourage you to call MacKenzie Partners if you require further
information. Rest
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assured that your Board of Directors and management will continue to act in
the best interests of the Company and all its shareholders.
On behalf of the Board of Directors
Sincerely,
/s/ William Swindells /s/ Duane C. McDougall
William Swindells Duane C. McDougall
Chairman of the Board Chief Executive Officer
Investors are urged to read the proxy statement that will be filed by Willamette
in connection with the 2001 annual meeting of shareholders when it becomes
available, as well as any solicitation/recommendation statement that has been or
may be filed by Willamette, because they contain important information. Each of
these documents has been or will be filed with the SEC and investors may obtain
a free copy of them at the SEC's Internet web site at www.sec.gov. These
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documents may also be obtained for free (when available) from Willamette by
directing such request to: Willamette Industries, Inc., Attention: Investor
Relations, 1300 S.W. Fifth Avenue, Suite 3800, Portland, Oregon 97201,
telephone: (503) 227-5581, or MacKenzie Partners, Inc. at (800) 322-2885 (toll-
free) or at (212) 929-5500 (collect) or by e-mail at
[email protected]. Detailed information regarding the names,
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affiliations and interests of individuals who may be deemed participants in the
solicitation of proxies of Willamette's shareholders is available in the
Soliciting Materials on Schedule 14A filed by Willamette with the SEC on January
3, 2001.
