RULE 14A-101 SCHEDULE 14A. Information Required in Proxy Statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Longview Fibre Company
- ------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Longview Fibre Company
- ------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
- -------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:___________________________
- -------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(3) 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:
- -------------------------------------------------------------------
LONGVIEW FIBRE COMPANY
End of Fibre Way
P. O. Box 639
Longview, Washington 98632
Notice of Annual Meeting of Shareholders
To The Shareholders of Longview Fibre Company:
Notice is hereby given that the Annual Meeting of Shareholders of Longview
Fibre Company (the "Company") will be held at 10:00 o'clock a.m., local time,
on Tuesday, January 23, 1996, at the office of the Company, End of Fibre Way,
Longview, Washington 98632 for the following purposes:
(1) To elect four Class III directors and one Class I director; and
(2) To transact such other business as may properly come before the meeting.
Only shareholders of record on the books of the Company at the close of
business on November 30, 1995, will be entitled to notice of and to vote at
the meeting and any adjournments thereof.
By Order of the Board of Directors
L. J. Holbrook
Senior Vice President-Finance,
Secretary and Treasurer
Longview, Washington
December 14, 1995
- ------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting in person, please sign, date and
return the accompanying proxy in the enclosed stamped and addressed envelope.
The giving of the proxy will not affect your right to vote at the meeting if
the proxy is revoked in the manner set forth in the accompanying Proxy
Statement.
- ------------------------------------------------------------------------------
LONGVIEW FIBRE COMPANY
-----------------
PROXY STATEMENT
-----------------
INFORMATION REGARDING PROXIES
This Proxy Statement and the accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
Longview Fibre Company (the "Company") for use at the Annual Meeting of
Shareholders to be held on Tuesday, January 23, 1996, at 10:00 o'clock a.m.,
local time, at the office of the Company, End of Fibre Way, Longview,
Washington 98632 and at any adjournments thereof. Only shareholders of record
on the books of the Company at the close of business on November 30, 1995,
(the "Record Date") will be entitled to notice of and to vote at the meeting.
It is anticipated that these proxy solicitation materials and a copy of the
Company's 1995 Annual Report will be sent to shareholders on or about December
14, 1995.
If the accompanying form of proxy is properly executed and returned, the
shares represented thereby will be voted as set forth therein. In the absence
of instructions to the contrary, such shares will be voted in favor of the
proposals set forth therein. Any shareholder executing a proxy has the power
to revoke it at any time prior to the voting thereof on any matter (without,
however, affecting any vote taken prior to such revocation) by delivering
written notice to L. J. Holbrook, Senior Vice President-Finance, Secretary and
Treasurer of the Company, by executing another proxy dated as of a later date
or by voting in person at the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The only voting securities of the Company are shares of Common Stock, $1.50
ascribed value (the "Common Stock"), each of which is entitled to one vote.
At the Record Date, there were issued and outstanding 51,749,032 shares of
Common Stock. The presence in person or by proxy of holders of record of a
majority of the outstanding shares of Common Stock is required to constitute a
quorum for the transaction of business at the meeting. Under Washington law
and the Company's charter documents, if a quorum is present, the five nominees
for election to the Board of Directors who receive the greatest number of
affirmative votes cast at the Annual Meeting of Shareholders shall be elected
directors. Shares of Common Stock underlying abstentions and broker non-votes
will be considered present at the Annual Meeting for the purpose of
calculating a quorum, but will otherwise have no effect on the election of
directors.
Information concerning persons known to the Company to be the beneficial
owners of more than 5% of its outstanding shares of Common Stock and directors
and executive officers as a group is set forth below. Information concerning
the shares of Common Stock beneficially owned by directors, nominees and each
executive officer named in the Summary Compensation Table is included in the
table under the caption "Election of Directors."
Common Stock % of Shares
Name Beneficially Owned Outstanding
- ------------------------------------------- ------------------ -----------
R. E. Wertheimer - Executive Vice President
and Director (1)
Longview Fibre Company
120 Montgomery Street, Suite 2200
San Francisco, California 94104 3,527,788 6.8%
Directors and executive officers
as a group (13 persons) 6,707,994 13.0%
(Including R. E. Wertheimer)
- ------------------------------
(1) R. E. Wertheimer holds sole voting and dispositive power with respect to
2,010,763 shares and shared voting and dispositive power in his capacity as
co-trustee with respect to 1,476,475 shares held for the benefit of family
members, and disclaims any beneficial interest with respect to 40,550
shares beneficially owned by members of his immediate family.
ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of twelve directors
divided into three classes: Class I, Class II and Class III. Each class is to
be as nearly equal in number as possible. At the 1996 Annual Meeting, four
Class III directors will be elected to serve for terms of three years each
expiring in 1999 and one Class I director will be elected to serve for a term
of one year expiring in 1997. The remaining seven directors are divided into
two classes of three Class I directors and four Class II directors whose terms
expire in 1997 and 1998, respectively. Each director elected will continue in
office until a successor has been elected or until resignation or removal in
the manner provided by the Bylaws of the Company.
Unless otherwise instructed, it is the intention of the persons named in the
accompanying form of proxy to vote shares represented by properly executed
proxies for the five nominees of the Board of Directors named below. Although
the Board of Directors anticipates that all of the nominees will be available
to serve as directors of the Company, should any one or more of them not
accept the nomination, or otherwise be unwilling or unable to serve, it is
intended that the proxies will be voted for the election of a substitute
nominee or nominees designated by the Board of Directors.
The following table sets forth certain information, as of the Record Date,
concerning nominees for election at the 1996 Annual Meeting and the other
directors of the Company. The names of nominees are listed under the heading
"Nominees For Election" and continuing members of the Board of Directors are
listed under the heading "Directors Whose Term Continues."
NOMINEES FOR ELECTION
Class III Directors
(Terms to Expire in 1999)
Served Common % of
Principal Occupation and as Stock Shares
Directorships of Other Director Beneficially Out-
Nominees Age Public Companies Since Owned standing
- ---------------- ---- ------------------------- -------- ------------ --------
Richard P. Wollenberg
(1)(2)(3) 80 Chairman of the Board,
President and Chief
Executive Officer 1946 1,090,258 2.1%
Robert B. Arkell 64 Vice President-Industrial
Relations and General
Counsel 1986 2,693 *
M. Alexis Dow 46 Elected Auditor, Metro
Regional Government, Oregon;
formerly Certified Public
Accountant, M. Alexis Dow,
C.P.A., Portland, Oregon -
1986-1995 1988 2,000 *
Jeanne E. Wertheimer
73 Retired Restaurateur 1990 1,421,139 2.7%
Class I Director
(Term to Expire in 1997)
Richard H. Wollenberg
(1)(4) 42 Senior Vice President-
Production, Western Container
Division 1995 325,186 *
DIRECTORS WHOSE TERM CONTINUES
Class I Directors
(Terms to Expire in 1997)
Served Common % of
Principal Occupation and as Stock Shares
Directorships of Other Director Beneficially Out-
Names Age Public Companies Since Owned standing
- ---------------- ---- ------------------------- -------- ------------ --------
George E. Schwartz
71 Retired Executive
Vice President,
Longview Fibre Company 1958 9,271 *
David A. Wollenberg
(1)(5) 48 President, The Cortana
Corporation
(real estate investment),
Menlo Park, California 1979 298,480 *
David L. Bowden
60 Senior Vice President-Timber 1990 13,175 *
Class II Directors
(Terms to Expire in 1998)
Robert E. Wertheimer
(6) 67 Executive Vice President 1956 3,527,788 6.8%
Donald C. Stibich
64 Senior Vice President-
Paper Sales 1981 14,216 *
C. Harper Monroe
75 Senior Partner of Monroe,
DeFrancisco & Lampitt, P.S.
(Certified Public Accountants),
Longview, Washington 1988 3,000 *
Lisa J. Holbrook
40 Senior Vice President-Finance,
Secretary and Treasurer 1992 593 *
- ---------------------
* Does not exceed 1%.
(1) D. A. Wollenberg and R. H. Wollenberg are the sons of R. P. Wollenberg.
(2) Director of the following eight mutual funds: The Oregon Municipal Bond
Fund, Inc.; The Crabbe Huson Special Fund, Inc.; The Crabbe Huson Asset
Allocation Fund, Inc.; The Crabbe Huson Equity Fund, Inc.; The Crabbe
Huson Income Fund, Inc.; The Crabbe Huson U. S. Government Income Fund,
Inc.; The Crabbe Huson Money Market Fund, Inc.; and The Crabbe Huson Real
Estate Investment Fund.
(3) Includes 222,450 shares owned by Leone B. Wollenberg, wife of R. P.
Wollenberg, as to which shares Mr. Wollenberg disclaims any beneficial
interest. Does not include 2,214,230 shares owned by The Wollenberg
Foundation of which Mr. Wollenberg is one of three trustees and shares the
power to vote the shares held by the Foundation.
(4) Includes 63,430 shares beneficially owned by members of R. H. Wollenberg's
immediate family, as to which shares Mr. Wollenberg disclaims any
beneficial interest.
(5) Includes 90,520 shares beneficially owned by members of D. A. Wollenberg's
immediate family, as to which shares Mr. Wollenberg disclaims any
beneficial interest.
(6) R. E. Wertheimer holds sole voting and dispositive power with respect to
2,010,763 shares and shared voting and dispositive power in his capacity
as co-trustee with respect to 1,476,475 shares held for the benefit of
family members, and disclaims any beneficial interest with respect to
40,550 shares beneficially owned by members of his immediate family.
Board of Directors and Committees
- ---------------------------------
The Board of Directors of the Company held five meetings during the fiscal
year ended October 31, 1995. J. E. Wertheimer attended 60% of the meetings of
the Board of Directors. All other directors attended at least 75% of all
meetings of the Board of Directors and committees to which he or she was
assigned that were held during fiscal year 1995.
The Board of Directors has an Executive Committee which, in addition to other
duties, performs the functions of Nominating and Compensation Committees.
Messrs. R. E. Wertheimer, R. P. Wollenberg and D. L. Bowden served on the
Executive Committee the entire year, and D. C. Stibich served as an alternate
member. The Committee met twice during the year to consider and recommend
nominees for election to the Board of Directors and once during the year to
consider and recommend officers' compensation.
The Board of Directors has an Audit Committee which, in addition to other
duties, has and may exercise the following powers: to make recommendations to
the Board of Directors regarding the selection of the Company's independent
accountants; to review the scope, direction, timetable and schedule of audits
conducted by the Company's independent accountants; to review the results of
such audits; to review the Company's system of internal financial controls;
and such additional powers as may be conferred upon the Audit Committee from
time to time by the Board of Directors. The Committee currently consists of
two outside directors, M. A. Dow and C. H. Monroe. The Committee held four
meetings during fiscal year 1995.
Directors who are not officers of the Company receive an annual fee of $6,000,
except J. E. Wertheimer who advised the Company that she did not wish to
receive compensation as a director. In addition, Audit Committee members
receive an annual fee of $1,200. The Company reimburses directors for
reasonable out-of-pocket expenses when incurred.
EXECUTIVE OFFICER COMPENSATION
Compensation Committee Report
- -----------------------------
The Executive Committee of the Board of Directors performs the functions of
the Nominating and Compensation Committees. The Executive Committee is
comprised of R. P. Wollenberg, Chief Executive Officer, President and Chairman
of the Board; R. E. Wertheimer, Executive Vice President; and D. L. Bowden,
Senior Vice President. The Committee reviews and recommends to the Board
compensation levels for all executive officers.
The Company is managed to maximize long-term shareholder return. Due to the
cyclicality of the industry, short-term performance is not relevant other than
in comparing the Company's relative performance to appropriate competitors.
The Company believes its executive officers are compensated based on long-term
corporate performance and that its compensation policies, which are explained
below, support the Company's philosophy of maximizing long-term shareholder
return and are adequate to attract and retain key officers.
The Company believes that bonuses based on annual performance provide
incentives to maximize short-term results to the detriment of long-term
results. Further, profitlinked bonuses may reward or penalize officers for
results affected by externalities beyond the officer's control. Accordingly,
the Company does not compensate employees with any form of short-term
incentive compensation. Other than certain fringe benefits, officer's
compensation consists of base salaries only. Salary ranges for officers are
in relation to responsibility, skills required, and overall importance to the
Company. The Company does not award stock options as a form of long-term
incentive compensation.
Salary increases are provided in three forms. Newly promoted officers tend to
start at the low end of the salary range and work up through the appropriate
salary range as their individual competence grows. In most cases, the
assessment is made by the Chief Executive Officer, who makes a recommendation
to the Executive Committee.
All officers usually receive an annual general increase. The Company believes
this practice is appropriate due to the cyclicality of the industry and the
need for sustained competent and creative performance of its officers
throughout the business cycle. The Committee intends the amount of the
general increases to approximate increases in the cost of living over time.
Finally, general increases are supplemented by merit increases for sustained
superior performance, when appropriate. The Committee makes its decision on a
case-by-case basis, and it is unusual for an officer to receive a merit
increase each year. The key factors considered by the Committee when making
decisions on merit increases are the Committee's subjective evaluation of the
officer's contributions, including corporate operating results, segment
operating results, productivity improvements, quality improvements, and
product and market niche development.
The Chief Executive Officer's salary is determined in the same manner as all
other officers. Due to present economic conditions and corporate results, the
Committee recommended a general increase of 3% for R. P. Wollenberg for 1995.
Under the Omnibus Budget Reconciliation Act of 1993, the available federal
income tax deduction for certain types of compensation paid to the Chief
Executive Officer and four other most highly compensated officers of publicly
held companies is limited to $1 million per officer per fiscal year unless
such compensation meets certain requirements. The Committee is aware of this
limitation and believes that no compensation paid by the Company during 1995
exceeded the $1 million limitation.
R. P. Wollenberg
R. E. Wertheimer
D. L. Bowden
Summary Compensation Table
- --------------------------
Annual
Compensation
------------
All Other
Name and Principal Position Year Salary(1) Compensation(2)
- --------------------------------- ---- ------- ------------
R. P. Wollenberg 1995 $430,000 $ 24,925
Chairman of the Board, President 1994 $418,000 $ 16,196
and Chief Executive Officer 1993 $406,000 $ 20,897
R. E. Wertheimer 1995 $230,318 $ 22,590
Executive Vice President 1994 $223,913 $ 16,659
1993 $200,413 $ 19,755
D. C. Stibich 1995 $155,318 $ 11,563
Senior Vice President- 1994 $149,413 $ 9,535
Paper Sales 1993 $143,613 $ 9,631
D. L. Bowden 1995 $156,000 $ 7,609
Senior Vice President-Timber 1994 $142,000 $ 6,176
1993 $129,000 $ 6,148
R. B. Arkell 1995 $151,000 $ 12,519
Vice President-Industrial Relations 1994 $143,000 $ 9,714
and General Counsel 1993 $137,200 $ 9,947
- ----------------------
(1) Includes salary deferred under the Longview Fibre Company Salaried Savings
Plan and Trust With 401(k) Provisions; excludes retirement benefits paid
pursuant to the Company's Pension Plan.
(2) Includes (a) Company contribution to savings plans in the following
amounts for 1995, (R. P. Wollenberg, $4,500; R. E. Wertheimer, $4,500;
D. C. Stibich, $4,500; D. L. Bowden, $4,470; and R. B. Arkell, $4,470),
and (b) dollar value of the benefit of premiums paid for split-dollar
life insurance policies for 1995 (unrelated to term life insurance
coverage) projected on an actuarial basis (R. P. Wollenberg, $20,425;
R. E. Wertheimer, $18,090; D. C. Stibich, $7,063; D. L. Bowden, $3,139;
and R. B. Arkell, $8,049).
Pension Plan
- ------------
The Company has a Pension Plan for its salaried and nonunion employees,
including officers, which provides fixed benefits, computed on an actuarial
basis, at retirement using a formula based on salary (cash remuneration),
years of service and attained age at retirement. The Company anticipates that
it will make no contribution for the Plan year ending December 31, 1995.
The following table sets forth estimated annual benefits payable under the
Pension Plan upon normal retirement at age 65 to persons in specified
remuneration (ending compensation) and years-of-service classifications
indicated.
Years of Service
--------------------------------------------------------------------
Remuneration 15 20 25 30 35 40 45
-------- -------- -------- -------- -------- -------- --------
$125,000 $ 28,058 $ 37,410 $ 46,763 $ 56,115 $ 65,468 $ 74,820 $ 84,173
150,000 34,058 45,410 56,763 68,115 79,468 90,820 102,173
175,000 40,058 53,410 66,763 80,115 93,468 106,820 120,000
200,000 46,058 61,410 76,763 92,115 107,468 120,000 120,000
225,000 52,058 69,410 86,763 104,115 120,000 120,000 120,000
250,000 58,058 77,410 96,763 116,115 120,000 120,000 120,000
300,000 70,058 93,410 116,763 120,000 120,000 120,000 120,000
400,000 94,058 120,000 120,000 120,000 120,000 120,000 120,000
450,000 106,058 120,000 120,000 120,000 120,000 120,000 120,000
500,000 118,058 120,000 120,000 120,000 120,000 120,000 120,000
The participants' remuneration (ending compensation) covered by the Plan is
one-fifth of the sum of the highest five calendar years of compensation out of
the last ten years of service preceding retirement. The data in the table
above was computed using 1.1% ending compensation times years of service, plus
1/2% ending compensation in excess of covered compensation, times the years of
service (the covered compensation figure for 1995 is $25,900). However,
retiring employees may receive, if greater than the above computation, annual
benefits based on 1.1% of their ending compensation multiplied by the number
of years of service. The annual benefits shown above reflect the benefit limit
established by Internal Revenue Code Section 415. The annual benefit limit
for 1995 is $120,000. The benefits payable are "single-life annuity" amounts
and are not subject to offset for Social Security.
Compensation used in determining a participant's ending compensation consists
of the employee's regular salary including any amounts deferred at the
election of the employee and contributed to the Salaried Savings Plan and
Trust With 401(k) Provisions and elective contributions made on behalf of an
employee that are not included in gross income under Section 125. However,
such compensation is limited by Internal Revenue Code Section 401(a)(17). The
annual compensation limit for 1995 is $150,000. The compensation used for
determining benefits of the named individuals in the Summary Compensation
Table is as follows: R. P. Wollenberg - $150,000; R. E. Wertheimer - $150,000;
D. C. Stibich - $150,000; D. L. Bowden - $150,000; R. B. Arkell - $150,000.
The credited years of service for each of the individuals named in the Summary
Compensation Table above are as follows: R. P. Wollenberg - 56.7 years; R. E.
Wertheimer - 43.3 years; D. C. Stibich - 37.6 years; D. L. Bowden - 35.9
years; R. B. Arkell - 25.0 years.
Upon reaching age 70, R. P. Wollenberg was required to start receiving
retirement benefits. His retirement benefit is $125,177 per year. R. E.
Wertheimer began receiving retirement benefits in May 1993. His retirement
benefit is $97,404 per year.
Executive Employment Contracts
- ------------------------------
Since January 1, 1989, the Company has entered into termination protection
agreements (the "Contracts") with certain executive officers and other
employees of the Company (the "Employee" or "Employees") whose yearly
compensation exceeded $75,000 (presently a total of 18); additional contracts
may be entered into with employees whose yearly compensation exceeds $100,000.
The Contracts are designed to induce the Employees to remain in the employ of
the Company and any successor by assuring benefits for three years following
certain changes in control of the Company, if an Employee is terminated
Without Cause or resigns for Good Reason. (As defined in the Contracts,
"Cause" refers to an Employee's failure to perform duties after notice or
willful misconduct; "Good Reason" relates to certain changes in an Employee's
responsibilities, salary or job location; and "Without Cause" means
termination of employment that is not for Cause or for disability.)
If an Employee is terminated by the Company Without Cause or if the Employee
terminates employment for Good Reason and gives written notice to the Company,
the Employee shall be entitled to the following benefits: (i) the lesser of
the compensation which would have been payable had the Employee continued his
or her employment throughout the three-year period of the Contract or three
times the Employee's average annual income for services rendered to the
Company for the five calendar years preceding the commencement of the
Contract; (ii) all legal fees and expenses incurred by the Employee as a
result of such termination of employment; (iii) all life insurance, medical,
health, dental, accident and disability plans in which the Employee was
entitled to participate immediately prior to the termination date shall be
maintained in full force and effect until the earlier of the end of the three-
year contract period or the Employee's commencement of full-time employment
with a new employer; and (iv) a portion of the benefits the Employee would
have been entitled to receive under the Employee's pension plan of the
Company, determined as though he or she were vested and on the assumption that
he or she remained an Employee of the Company until the earlier of the end of
the Contract period or his or her death. The Contracts specify that the
foregoing benefits shall be reduced to the extent of any compensation that the
Employee receives from another source for services rendered during the
remainder of the contract period.
The named executive officers with whom the Company has entered into Contracts
are R. B. Arkell, D. L. Bowden and D. C. Stibich. Messrs. R. P. Wollenberg
and R. E. Wertheimer advised the Company that they did not wish to enter into
such Contracts.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
R. P. Wollenberg, Chief Executive Officer; R. E. Wertheimer, Executive Vice
President; and D. L. Bowden, Senior Vice President, served as members of the
Executive Committee which performs the functions of the Compensation
Committee. D. C. Stibich, Senior Vice President, served as alternate member.
Performance Graph
- -----------------
The performance graph shown in the proxy statement compares the annual
percentage change in the cumulative total shareholder return on the Common
Stock with cumulative total return of the Standard & Poor's 500 Stock Index
and the cumulative total return of the Standard & Poor's Paper & Forest
Products Index, in each case assuming investment of $100 and reinvestment of
dividends. The performance graph data is shown in tabular form below.
TOTAL SHAREHOLDER RETURN
Dividends Reinvested
Oct. Oct. Oct. Oct. Oct. Oct.
Company/Index Name 1990 1991 1992 1993 1994 1995
- ------------------- ---- ---- ---- ---- ---- ----
Longview Fibre $100 $143 $186 $197 $191 $172
S&P Paper & Forest 100 151 165 171 198 228
S&P 500 Index 100 134 147 169 175 221
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based upon its review of Forms 3, 4 and 5 and any amendments thereto furnished
to the Company pursuant to Section 16 of the Securities and Exchange Act of
1934, as amended, all such Forms were filed on a timely basis except for an
inadvertent late filing by George E. Schwartz of a Form 4 relating to his
purchase of 2,000 shares of Common Stock.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors selected Price Waterhouse LLP in 1961 as the auditors
of the Company for that year and they have been the Company's auditors for all
succeeding fiscal years. As recommended by the Audit Committee, the Board of
Directors approved Price Waterhouse LLP to continue as auditor for fiscal year
1996. A representative of Price Waterhouse LLP is expected to be present at
the Annual Meeting and to have the opportunity to make a statement if he or
she so desires and to respond to appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other business
that will be presented for action at the meeting. Management has not received
any advance notice of business to be brought before the Annual Meeting by any
shareholder as is required by the Company's Bylaws. The Bylaws of the Company
require that advance notice of proposed business at an annual meeting must be
submitted in writing and received by the Secretary of the Company not later
than 90 days in advance of such meeting. If any other business requiring a
vote of the shareholders should come before the meeting, the persons
designated as your proxies will vote or refrain from voting in accordance with
their best judgment.
SHAREHOLDER PROPOSALS FOR THE
1997 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals to be presented at the 1997 annual meeting of
shareholders must be received at the Company's executive offices by August 16,
1996, in order to be included in the Company's proxy statement and form of
proxy relating to that meeting. The Bylaws of the Company provide that
advance notice of nominations for the election of directors or the proposal of
business at an annual meeting must be submitted in writing and received by the
Secretary not later than 90 days in advance of such meeting.
SOLICITATION OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors of the Company. Proxies may be solicited by directors, officers and
regular supervisory and executive employees of the Company, none of whom will
receive any additional compensation for their services.
The Company will pay persons holding shares of Common Stock in their names or
in the names of nominees, but not owning such shares beneficially, such as
brokerage houses, banks and other fiduciaries, for the expense of forwarding
soliciting materials to their principals. All of the costs of solicitation of
proxies will be paid by the Company.
By Order of The Board of Directors
L. J. Holbrook
Senior Vice President-Finance,
Secretary and Treasurer
Longview, Washington
December 14, 1995
LONGVIEW FIBRE COMPANY PROXY
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Richard P. Wollenberg, Robert E. Wertheimer
and David L. Bowden, and each of them, as attorneys and proxies, each with
full power of substitution, to represent and vote for and on behalf of the
undersigned, the number of shares of common stock of Longview Fibre Company
which the undersigned would be entitled to vote if personally present at the
annual meeting of shareholders to be held on January 23, 1996, or any
adjournments thereof. The undersigned directs that the proxy be voted as
follows:
1. ELECTION OF DIRECTORS:
____ FOR all nominees named ____ WITHHOLD AUTHORITY
(except as indicated to to vote for all
the contrary below). nominees named.
Class III Directors: Richard P. Wollenberg, Robert B. Arkell, M. Alexis Dow,
Jeanne E. Wertheimer
Class I Director: Richard H. Wollenberg
INSTRUCTIONS: To withhold authority to vote for any individual nominee, print
that nominee's name in the following space:
______________________________________________________________________________
2. In their discretion, the holders of this proxy are authorized to vote upon
such other business as may properly come before the meeting.
THE SHARES OF STOCK REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL NOMINEES
NAMED ABOVE UNLESS OTHERWISE DIRECTED.
Date and sign on reverse side
(Continued from other side)
The undersigned hereby revokes any proxy or proxies heretofore given for such
shares and ratifies all that said proxies or their substitutes may lawfully do
by virtue hereof.
Dated...............
SIGNING INSTRUCTIONS (IMPORTANT)
Please sign EXACTLY as name appears on this proxy. Persons signing in a
representative capacity should give full title. If shares are registered in
more than one name, ALL registered owners should sign.
SHARES
.....................
.....................
Signature of Shareholder(s)
PLEASE DATE, SIGN AND RETURN PROMPTLY
LONGVIEW FIBRE COMPANY
SALARIED SAVINGS PLAN AND TRUST
WITH 401(k) PROVISIONS
To Participants:
Copies of the enclosed proxy material are being supplied to Company share-
holders of record in connection with the solicitation of proxies for use at the
forthcoming Annual Meeting of Shareholders to be held on January 23, 1996. As
a participant in the Longview Fibre Company Salaried Savings Plan and Trust
With 401(k) Provisions (the "Plan"), you are entitled to direct the manner in
which Wells Fargo Bank, N.A. (the "Plan Trustee") votes the shares of Common
stock of Longview Fibre Company represented by your interest in the Longview
Fibre Company Stock Fund under the Plan as of November 30, 1995.
The Plan Trustee will be pleased to vote your shares in accordance with your
instructions if you will complete, sign, and date the enclosed proxy form and
return it to the Plan Trustee in the enclosed postage-paid return envelope
addressed to IER (proxy service). The Plan Trustee will hold any voting
instructions it receives in confidence and will not divulge or release any
specific information regarding such to any person, including officers or
employees of the Company, except to the extent as may be required by law.
If your proxy form is not received by the Plan Trustee, the Plan Trustee will
treat such as a direction: (a) to abstain with respect to each matter or group
of related matters to be acted upon (other than elections to office) and (b) to
withhold authority to vote for any nominee for election to office.
We urge you to send in your proxy promptly for receipt by the Plan Trustee no
later than January 18, 1996 so your shares will be voted at the meeting in
accordance with your instructions.
LONGVIEW FIBRE COMPANY December 14, 1995
LONGVIEW FIBRE COMPANY
HOURLY EMPLOYEES 401(k) SAVINGS PLAN AND TRUST
To Participants:
Copies of the enclosed proxy material are being supplied to Company share-
holders of record in connection with the solicitation of proxies for use at the
forthcoming Annual Meeting of Shareholders to be held on January 23, 1996. As
a participant in the Longview Fibre Company Hourly Employees 401(k) Savings
Plan (the "Plan"), you are entitled to direct the manner in which Wells Fargo
Bank, N.A. (the "Plan Trustee") votes the shares of Common Stock of Longview
Fibre Company represented by your interest in the Longview Fibre Company Stock
Fund under the Plan as of November 30, 1995.
The Plan Trustee will be pleased to vote your shares in accordance with your
instructions if you will complete, sign, and date the enclosed proxy form and
return it to the Plan Trustee in the enclosed postage-paid return envelope
addressed to IER (proxy service). The Plan Trustee will hold any voting
instructions it receives in confidence and will not divulge or release any
specific information regarding such to any person, including officers or
employees of the Company, except to the extent as may be required by law.
If your proxy form is not received by the Plan Trustee, the Plan Trustee will
treat such as a direction: (a) to abstain with respect to each matter or group
of related matters to be acted upon (other than elections to office) and (b) to
withhold authority to vote for any nominee for election to office.
We urge you to send in your proxy promptly for receipt by the Plan Trustee no
later than January 18, 1996 so your shares will be voted at the meeting in
accordance with your instructions.
LONGVIEW FIBRE COMPANY December 14, 1995
LONGVIEW FIBRE COMPANY
BRANCH PLANT HOURLY EMPLOYEES'
401(k) PLAN AND TRUST
To Participants:
Copies of the enclosed proxy material are being supplied to Company share-
holders of record in connection with the solicitation of proxies for use at the
forthcoming Annual Meeting of Shareholders to be held on January 23, 1996. As
a participant in the Longview Fibre Company Branch Plant Hourly Employees'
401(k) Plan (the "Plan"), you are entitled to direct the manner in which Wells
Fargo Bank, N.A. (the "Plan Trustee") votes the shares of Common stock of
Longview Fibre Company represented by your interest in the Longview Fibre
Company Stock Fund under the Plan as of November 30, 1995.
The Plan Trustee will be pleased to vote your shares in accordance with your
instructions if you will complete, sign, and date the enclosed proxy form and
return it to the Plan Trustee in the enclosed postage-paid return envelope
addressed to IER (proxy service). The Plan Trustee will hold any voting
instructions it receives in confidence and will not divulge or release any
specific information regarding such to any person, including officers or
employees of the Company, except to the extent as may be required by law.
If your proxy form is not received by the Plan Trustee, the Plan Trustee will
treat such as a direction: (a) to abstain with respect to each matter or group
of related matters to be acted upon (other than elections to office) and (b) to
withhold authority to vote for any nominee for election to office.
We urge you to send in your proxy promptly for receipt by the Plan Trustee no
later than January 18, 1996 so your shares will be voted at the meeting in
accordance with your instructions.
LONGVIEW FIBRE COMPANY December 14, 1995
