<PAGE>
Schedule 14A Information
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 Com-
mission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[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)(1) 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.
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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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed
<PAGE>
[Willamette Industries, Inc. Letterhead]
1300 S.W. Fifth Ave., Suite 3800
Portland, OR 97201
(503) 227-5581
December 21, 2000
Dear fellow employee:
On December 21, the Board, through action of its Compensation Committee,
addressed a number of employment-related matters which have arisen as a result
of Weyerhaeuser's attempts to acquire Willamette.
I am pleased to enclose a table outlining the basic benefits of a Broad Based
Retention Plan which will provide benefits for you to remain in the employ of
the company should a change in control of the company occur which could result
in your loss of employment following a change in control. A complete plan
document will be provided after the first of the year.
We appreciate your continued loyalty and the contribution you have made to date
and hope that the retention benefits this plan presents will help remove some of
the understandable uncertainty we are all currently experiencing. We want to
give you this additional security to stay with us throughout our fight to remain
the great independent company which we each have helped build and of which you
are such an important part.
In addition to these retention benefits, we have also taken action to accelerate
vesting of unvested portions of your 401(k) match, if any, in the event of a
change in control.
If you have any questions after reviewing the details of the retention benefits
plan, please contact Dave Morthland or your regional human resource
representative.
Sincerely,
Duane C. McDougall
President and Chief Executive Officer
Willamette Industries, Inc.
================================================================================
<PAGE>
<TABLE>
<CAPTION>
Overview of Plan Features
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Broad-Based Retention Plan
Group 1 Group 2
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<S> <C> <C>
Eligibility Non-exempt full-time Exempt middle management
employees, (excluding mill or employees who have not
plant "technicians") who have given notice to leave or
not given notice to leave or retire
retire
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Level of Benefits
|X| Weeks per year 3 weeks 4 weeks
of service (prorate partial year) (prorate partial year)
|X| Minimum Benefit 9 weeks 12 weeks
|X| Maximum Benefits 12 months 12 months
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Medical and Life Benefits Paid for severance period Paid for severance period
----------------------------------------------------------------------------------------
Outplacement Group assistance Group assistance
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Basic Requirement to Remain employed as long as needed by Willamette or
Remain Eligible successor unless terminated without "cause" or resign with
"good reason" within 24 months of a change in control as
defined in the Plan
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</TABLE>
<PAGE>
[Willamette Industries, Inc. Letterhead]
1300 S.W. Fifth Ave., Suite 3800
Portland, OR 97201
(503) 227-5581
December 21, 2000
Dear fellow employee:
On December 21, the Board, through action of its Compensation Committee,
addressed a number of employment related matters which have arisen as a result
of Weyerhaeuser's attempts to acquire Willamette.
I am pleased to enclose a table outlining the basic benefits of a Management
Retention Plan which will provide benefits for you to remain in the employ of
the company should a change in control of the company occur which could result
in your loss of employment following a change in control. A complete plan
document will be provided after the first of the year.
The committee also approved the separate Broad Based Retention Plan described in
the enclosed table. This covers all other salaried employees (except mill and
plant technicians). A separate letter is also being sent to them at this time.
We appreciate your continued loyalty and the contribution you have made to date
and hope that the retention benefits this plan presents will help remove some of
the understandable uncertainty we are all currently experiencing. We want to
give you this additional security to stay with us throughout our fight to remain
the great independent company which we each have helped build and of which you
are such an important part.
In addition to these retention benefits, we have also taken action, to
accelerate vesting of unvested portions your 401(k) match, if any, in the event
of a change in control.
If you have any questions after reviewing the details of the retention benefits
plan Dave Morthland or Greg Hawley will be available to assist you.
Sincerely,
Duane C. McDougall
President and Chief Executive Officer
Willamette Industries, Inc.
================================================================================
<PAGE>
<TABLE>
<CAPTION>
Overview of Plan Features
---------------------------------------------------------------------------------------
Management Retention Plan
Group 1 Group 2
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<S> <C> <C>
Eligibility Management employees who Management employees who are
are eligible for stock eligible for stock options
options (but not covered and are also covered by the
under the Senior Senior Management Life
Management Life Insurance Insurance Plan
Plan)
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Level of Benefits
|X| Weeks per year 5 weeks 6 weeks
of service
|X| Minimum Benefit 15 weeks 26 weeks
|X| Maximum Benefits 18 months 24 months
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Medical and Life Benefits Paid for severance period Paid for severance period
---------------------------------------------------------------------------------------
Outplacement Individual assistance Individual assistance
---------------------------------------------------------------------------------------
<CAPTION>
-----------------------------------------------------------------------------------------
Broad-Based Retention Plan
Group 1 Group 2
-----------------------------------------------------------------------------------------
<S> <C> <C>
Eligibility Non-exempt full-time Exempt middle management
employees, (excluding mill employees who have not given
or plant "technicians") who notice to leave or retire
have not given notice to
leave or retire
-----------------------------------------------------------------------------------------
Level of Benefits
|X| Weeks per year 3 weeks 4 weeks
of service (prorate partial year) (prorate partial year)
|X| Minimum Benefit 9 weeks 12 weeks
|X| Maximum Benefits 12 months 12 months
-----------------------------------------------------------------------------------------
Medical and Life Benefits Paid for severance period Paid for severance period
-----------------------------------------------------------------------------------------
Outplacement Group assistance Group assistance
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-----------------------------------------------------------------------------------------------------------
Basic Requirement to Remain employed as long as needed by Willamette or successor unless terminated
Remain Eligible without "cause" or resign with "good reason" within 24 months of a change in
control as defined in the Plan
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</TABLE>
The following commentary was published in The Oregonian on December 26, 2000.
Sale of Willamette makes no sense on many counts
Weyerhaeuser's attempt is 'an opportunistic grab' for a company already embarked
on a successful long-term strategy
Tuesday, December 26, 2000
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IN MY OPINION William Swindells
There appears to be considerable confusion and misinformation about Willamette
Industry's battle against Weyerhaeuser's hostile takeover attempt.
News coverage has accurately portrayed the opinion of a majority of Wall Street
analysts. However, our company feels that much of what those investment analysts
say is incorrect.
As The Oregonian noted in a news article ("Views differ on Willamette," Dec.
18), some analysts want a deal primarily because they believe it will reduce
capacity in the industry and push up prices. Notwithstanding the fact that this
implied collusion borders on illegality, removing the industry's low-cost
producer won't help the industry.
Willamette Industries and Weyerhaeuser are both in highly competitive commodity
types of businesses that are affected not only by domestic production and demand
but also by world markets. The strength of the dollar or the Asian and European
economies affect prices as much as domestic demand and production levels.
With little control over pricing, the only way any company can make a profit is
by improving its cost structure, thus being able to sell competitively in these
global markets. Apparently the paper industry analysts, critical of our
investment in a Kingsport, Tenn., mill, do not feel that the new economy, with
modern technology and increased productivity to hold down inflation, applies to
our paper mills. The investment analysts do not say why Willamette Industries'
shareholders should sacrifice an opportunity for economic gain to help the
industry. We do not think this is the obligation of Willamette shareholders.
While almost all companies in the paper business lost money during the past
decade, Willamette's sole losing year in its history came in the early 1980s. In
fact, our total annualized return to stockholders in the past five years has
been more than 161/2 percent and about 151/2 percent in 10 years, a level that
should compare favorably with any other company in the industry. Analysts will
also tell you that Willamette is the only company in the industry able to
recover the cost of capital.
In some circles, Willamette is indeed a pariah on Wall Street. However, in the
several months before the Weyerhaeuser offer was announced, our stock price was
outpacing the industry in growth, because despite concerns about the industry as
a whole, Willamette's performance has been superior and continues to be.
We feel that Willamette Industries is big enough. We are able to serve all of
our customers domestically, while gradually expanding in the international
marketplace and without falling victim to the bureaucracy and lack of
flexibility attendant with very large companies like Weyerhaeuser. We want to
grow to benefit Willamette shareholders, not the shareholders of the other
companies.
It is important to readers to understand why we are fighting Weyerhaeuser. We
have confidence that our long-term strategy will bring success both to our
company and to our community. This is why we have chosen to fight so resolutely
against this takeover.
Weyerhaeuser's attempt to acquire Willamette is an opportunistic grab at what
almost everyone agrees is one of the forest products industry's best and most
profitable companies. Its offer is not a good deal for Willamette or its
shareholders, employees, customers and communities. It dramatically undervalues
our company and would reduce competition in our industry.
Readers should also understand the potential consequences for Portland and for
Oregon should the city lose one of its last Fortune 500 companies -- a company
employing 3,500 people in Oregon and a company that contributes hundreds of
millions of dollars annually to Oregon's economy.
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William Swindells is chairman of the board of Willamette Industries.
News Release
[Willamette Industries, Inc. logo]
FOR IMMEDIATE RELEASE
CONTACT: Greg Hawley Cathy Dunn Paul Verbinnen/David Reno/
EVP & CFO VP Communications Jim Barron
Willamette Industries Willamette Industries Citigate Sard Verbinnen
503-273-5640 503-273-5642 212-687-8080
WILLAMETTE TO PROVIDE ADDITIONAL SHAREHOLDER INFORMATION TO WEYERHAEUSER
PORTLAND, ORE. - December 26, 2000 - Willamette Industries (NYSE:WLL)
today said it would provide additional shareholder information to Weyerhaeuser.
In response to an oral ruling issued today by the Circuit Court of Oregon,
Willamette issued the following statement:
"We continue to believe that we provided Weyerhaeuser with the information
required under the Oregon statute. Regardless, this decision doesn't change our
position on Weyerhaeuser's hostile offer. We've made it abundantly clear that
we are not for sale and we will use all reasonable means at our disposal to
protect the interests of Willamette, its shareholders, employees and the
communities in which we operate."
Willamette Industries is an integrated forest products company with 106
plants, located in the U.S., France, Ireland and Mexico. The company owns 1.7
million acres of forestland which has been third-party certified as meeting the
Sustainable Forest Initiatives standards of the American Forest and Paper
Association. Willamette produces building materials, composite wood panels, fine
paper, office paper products, corrugated packaging and grocery bags.
# # #
<PAGE>
On December 22, 2000, Willamette Industries, Inc. ("Willamette" or the
"Company") posted certain information on its website relating to the offer by
Company Holdings, Inc. ("Holdings"), a Washington corporation and a wholly owned
subsidiary of Weyerhaeuser Company, a Washington corporation, ("Weyerhaeuser")
to purchase all of the outstanding common stock, par value $0.50 per share,
(including the associated rights to purchase shares of Series B Junior
Participating Preferred Stock) of the Company (the "Willamette Common Stock")
(the "Weyerhaeuser Offer"). The information is attached as Exhibit (a)(5)(vi)
to the Schedule 14D-9 Amendment filed by the Company with the Securities and
Exchange Commission (the "SEC") on December 22, 2000, and is hereby incorporated
by reference.
INFORMATION REGARDING PARTICIPANTS
Willamette and the following persons may be deemed to be "participants" in
Willamette's solicitation of proxies from Willamette stockholders in connection
with (i) the Weyerhaeuser Offer and (ii) the preliminary proxy statement filed
by Weyerhaeuser and Holdings with the SEC in connection with the election of the
nominees of Weyerhaeuser and Holdings to the Willamette Board of Directors at
the Willamette 2001 annual meeting of shareholders: (a) the directors of
Willamette, (b) the following executive officers of Willamette: Duane C.
McDougall (President and Chief Executive Officer) and Greg Hawley (Executive
Vice President, Chief Financial Officer, Secretary and Treasurer) and (c) Cathy
Dunn (Vice President, Communications).
The interests of the foregoing individuals in this solicitation include
their beneficial ownership of (i) shares of Willamette Common Stock and (ii)
options to purchase shares of Willamette Common Stock (the "Willamette
Options"). Additional information with respect to these items is set forth
below. In addition, information with respect to the potential effect of the
Weyerhaeuser Offer on (i) certain of Willamette's benefit plans and (ii) the
change of control agreements to which certain of the foregoing individuals are a
party, is included under Item 3 of the Schedule 14D-9, as amended, originally
filed by Willamette with the SEC on December 5, 2000, and is hereby incorporated
by reference.
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------- ---------------------
Name and Title Shares of Willamette Shares of
Common Stock Willamette Options
Beneficially Owned (1) Beneficially Owned
(1)(2)
----------------------------------------------- ----------------------- ---------------------
<S> <C> <C>
Winslow Buxton 2,332 (3) 1,067 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Cathy Dunn 27,410 (3) 29,993 (4)(6)
(Vice President, Communications)
----------------------------------------------- ----------------------- ---------------------
Gerard K. Drummond 4,000 5,600 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Greg Hawley 1,471 8,543 (4)
(Executive Vice President, Chief Financial
Officer, Secretary and Treasurer)
----------------------------------------------- ----------------------- ---------------------
Kenneth W. Hergenhan 2,372 4,400 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Duane C. McDougall 22,391 (3) 72,486 (4)
(Director, President and Chief Executive
Officer)
----------------------------------------------- ----------------------- ---------------------
Joseph Prendergast 2,500 4,400 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Stuart J. Shelk, Jr. 1,678,915 (3) 5,600 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
Robert Smelick 4,000 5,600 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
William Swindells 4,471,942 (3) 254,530 (7)
(Chairman of the Board of Directors)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------- ----------------------- ---------------------
<S> <C>
Michael G. Thorne 800 -
(Director)
----------------------------------------------- ----------------------- ---------------------
Benjamin R. Whiteley 7,500 5,600 (5)
(Director)
----------------------------------------------- ----------------------- ---------------------
</TABLE>
(1) As of November 30, 2000, shares and options are included in the table as
"beneficially owned" if the person named has or shares the right to vote or
direct the voting of or the right to dispose or direct the disposition of
such shares or options. Inclusion of shares or options in the table does
not necessarily imply that the persons named receive the economic benefits
of the shares so listed.
(2) Options included are those exercisable within 60 days after November 30,
2000.
(3) Includes shares as to which the individual shares voting and dispositive
power as follows: Mr. Buxton, 1,000 shares; Mr. Shelk, 18,120 shares; Mr.
Swindells, 2,426,568 shares; Mrs. Dunn, 11,489 shares; and Mr. McDougall,
32 shares.
<PAGE>
(4) Options granted under the Company's 1995 Long-Term Incentive Compensation
Plan (the "1995 Plan") and its 1986 Stock Option and Stock Appreciation
Rights Plan (the "1986 Plan").
(5) Options granted under the non-employee director provisions of the 1995
Plan.
(6) Includes options as to which the individual shares voting and dispositive
power as follows: Mrs. Dunn, 15,627 options.
(7) Includes 3,200 options granted under the non-employee director provisions
of the 1995 Plan.
Pursuant to a letter agreement dated September 4, 2000, Willamette retained
Goldman, Sachs & Co. ("Goldman Sachs") to render financial advisory services to
the Company in connection with Weyerhaeuser's offer and certain related matters.
Willamette has agreed to pay Goldman Sachs a fee equal to 0.40% of the aggregate
value of any transaction in the event (i) at least 15% of the outstanding stock
of Willamette is acquired by a third party or (ii) all or substantially all of
the assets of Willamette are sold. If no transaction is completed as of
September 1, 2001, Willamette has agreed to pay Goldman Sachs a fee of $30
million upon the occurrence of certain triggering events. A triggering event has
occurred, and the first of five equal quarterly installments will be paid on
September 1, 2001 if no transaction has been consummated as of that date. In
addition, Willamette has agreed to reimburse Goldman Sachs for its reasonable
out-of-pocket expenses.
In connection with the engagement of Goldman Sachs as financial advisor,
the Company anticipates that employees of Goldman Sachs may communicate in
person, by telephone or otherwise with certain institutions, brokers or other
persons who are stockholders for the purpose of assisting in the solicitation of
proxies. Although Goldman Sachs does not admit that it or any of its directors,
officers, employees or affiliates is a "participant," as defined in Schedule 14A
promulgated under the Securities and Exchange Act of 1934, as amended, by the
Securities and Exchange Commission, or that Schedule 14A requires the disclosure
of certain information concerning them, Robert Pace (Managing Director), Ravi
Sinha (Managing Director), Kirk Pulley (Vice President), Kevin Guidotti (Vice
President) and Kevin Sofield (Associate), in each case of Goldman Sachs
(collectively, the "Financial Advisor Participants"), may assist the Company in
the solicitation of proxies for the annual meeting.
Goldman Sachs has provided financial advisory and investment banking
services to the Company from time to time for which they have received customary
compensation. In addition, Goldman Sachs has provided financial advisory and
investment banking services to Weyerhaeuser in the past for which it has
received customary compensation. Goldman Sachs engages in a full range of
investment banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the ordinary course of its business,
Goldman Sachs may actively trade securities of the Company for its own account
and the account of its customers and, accordingly, may at any time hold a long
or short position in such securities. Goldman Sachs has advised the Company that
as of December 21, 2000, Goldman Sachs held a net long position of approximately
23,232 shares of Willamette Common Stock. Except as set forth above, to the
Company's knowledge, none of Goldman Sachs, or any of the Financial Advisor
Participants has any interest, direct or indirect, by security holdings or
otherwise, in the Company.
* * *
Investors are urged to read Willamette's proxy statement 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 documents may also be
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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].
