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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(3)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Longview Fibre Company
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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)
[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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(3) Filing Party:
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(4) Date Filed:
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LONGVIEW FIBRE COMPANY
300 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 a.m., local time, on
Tuesday, January 26, 1999, at the office of the Company, 300 Fibre Way,
Longview, Washington 98632, for the following purposes:
(1) To elect three Class III directors; 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, 1998, 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 16, 1998
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 26, 1999, at 10:00 a.m., local
time, at the office of the Company, 300 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, 1998 (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 1998 Annual Report will be sent to shareholders on or about
December 16, 1998.
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 for the election of
the nominees for election as Class III directors set forth herein. 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 51,676,567 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 three
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. Based on data compiled
by management and a review of shareholders of record as of the Record Date,
the Company believes that members of the founding families, consisting of the
Wollenberg family and the Wertheimer family, and present and former employees
own in the aggregate approximately 25% of the outstanding shares of Common
Stock. 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 3,506,944 6.8%
and Director (1)
Longview Fibre Company
120 Montgomery Street, Suite 2200
San Francisco, CA 94104
Directors and executive officers as 5,258,387 10.2%
a group (11 persons)
(Including R. E. Wertheimer)
(1) R. E. Wertheimer holds sole voting and dispositive power with respect to
1,986,919 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 43,550 shares
beneficially owned by members of his immediate family.
ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of eleven 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 1999 Annual Meeting, three
Class III directors will be elected to serve for terms of three years each
expiring in the year 2002. The remaining eight directors are divided into two
classes of four Class I directors and four Class II directors whose terms
expire in 2000 and 2001, 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 three 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 1999 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 Terms Continue."
NOMINEES FOR ELECTION
Class III Directors
(Terms to Expire in 2002)
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) 83 Chairman of the Board, 1946
President 1,088,453 2.1%
and Chief Executive Officer
Robert B. Arkell
67 Vice President-Industrial 1986 3,928 *
Relations and General
Counsel
M. Alexis Dow 49 Elected Auditor, Metro 1988 2,000 *
Regional Government,
Oregon 1995; formerly
Certified Public Accountant,
M. Alexis Dow, C.P.A., Portland,
Oregon - 1986 - 1995
DIRECTORS WHOSE TERMS CONTINUE
Class I Directors
(Terms to Expire in 2000)
Served Common % of
Principal Occupation and as Stock Shares
Directorships of Other Director Beneficially Out-
Names Age Public Companies Since Owned standing
David A. Wollenberg
(1)(4) 51 President, The Cortana 1979 260,415 *
Corporation(real estate
investment), Menlo Park,
California
David L. Bowden 63 Senior Vice President- 1990 16,395 *
Timber
Richard H. Wollenberg Senior Vice President- 1995 360,266 *
(1)(5) 45 Production, Western
Container Division
Richard J. Parker Senior Vice President- 1997 810 *
50 Production and Mill Manager
Class II Directors
(Terms to Expire in 2001)
Robert E. Wertheimer Executive Vice President 1956 3,506,944 6.8%
(6) 70
Donald C. Stibich Senior Vice President- 1981 16,526 *
67 Paper Sales
Lisa J. Holbrook 43 Senior Vice President- 1992 650 *
Finance, Secretary and
Treasurer
John R. Kretchmer Vice President and Director,
40 American Licorice Company,
Union City, California 1997 2,000 *
* Does not exceed 1%.
(1)D. A. Wollenberg and R. H. Wollenberg are the sons of R. P. Wollenberg.
(2)Includes 230,450 shares owned by Leone B. Wollenberg, wife of R. P.
Wollenberg, as to which shares Mr. Wollenberg disclaims any beneficial
interest. Does not include 2,113,230 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.
(3)Trustee of the following seven mutual funds through September 1998: The
Oregon Municipal Bond 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. Director
of the Crabbe Huson Special Fund, Inc. through September 1998.
(4)Includes 66,880 shares beneficially owned by members of D. A. Wollenberg's
immediate family, as to which shares Mr. Wollenberg disclaims any beneficial
interest.
(5)Includes 91,980 shares beneficially owned by members of R. H. 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
1,986,919 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 43,550 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, 1998. Each of the current 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 1998.
The Board of Directors has an Executive Committee which, in addition to other
duties, performs the functions of the Nominating and Compensation Committees.
Messrs. R. E. Wertheimer, R. P. Wollenberg and D. L. Bowden served on the
Executive Committee during fiscal year 1998, and D. C. Stibich served as an
alternate member. The Committee met once 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
auditors; to review the scope, direction, timetable and schedule of audits
conducted by the Company's independent auditors; 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 J. R. Kretchmer. The Committee held three
meetings during fiscal year 1998.
Directors who are not officers of the Company receive an annual fee of $7,200.
In addition, Audit Committee members receive an annual fee of $1,200. The
Company reimburses directors for reasonable out-of-pocket expenses when
incurred.
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, profit-linked bonuses may reward or penalize officers for
results affected by externalities beyond the officers' control. Accordingly,
the Company does not compensate employees with any form of short-term
incentive compensation. Other than certain fringe benefits, officers'
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 those
of all other officers. Due to present economic conditions and corporate
results, the Committee recommended that R. P. Wollenberg not receive a general
increase for calendar year 1998.
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 1998
exceeded the $1 million limitation.
R. P. Wollenberg
R. E. Wertheimer
D. L. Bowden
EXECUTIVE COMPENSATION
Summary Compensation Table
Compensation paid by the Company during fiscal years 1998, 1997 and 1996 for
the Chief Executive Officer and the other four most highly compensated
executive officers (the "Named Executive Officers") is set out in the
following table.
Annual
Compensation All Other
Name and Principal Position Year Salary(1) Compensation(2)
R. P. Wollenberg 1998 $463,800 $ 10,710
Chairman of the Board, President 1997 $461,500 $ 34,455
and Chief Executive Officer 1996 $447,000 $ 31,316
R. E. Wertheimer 1998 $247,359 $ 20,073
Executive Vice President 1997 $246,159 $ 20,711
1996 $238,754 $ 23,851
D. L. Bowden 1998 $187,400 $ 13,043
Senior Vice President-Timber 1997 $181,000 $ 9,183
1996 $171,400 $ 9,144
D. C. Stibich 1998 $170,959 $ 14,604
Senior Vice President-Paper Sales 1997 $166,159 $ 14,929
1996 $161,254 $ 15,702
R. J. Parker 1998 $168,400 $ 19,952
Senior Vice President-Production 1997 $156,000 $ 17,834
and Mill Manager 1996 $141,000 $ 4,230
(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 1998: R. P. Wollenberg, $4,800; R. E. Wertheimer, $4,800; D. L. Bowden,
$4,800; D. C. Stibich, $4,800; and R. J. Parker, $4,792, and (b) dollar value
of the benefit of premiums paid for split-dollar life insurance policies for
1998 (unrelated to term life insurance coverage) projected on an actuarial
basis: R. P. Wollenberg, $5,910; R. E. Wertheimer, $15,273; D. L. Bowden,
$8,243; D. C. Stibich, $9,804; and R. J. Parker, $15,160.
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, 1998.
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 $27,668 $36,890 $46,113 $55,335 $64,558 $73,780 $83,003
150,000 33,668 44,890 56,113 67,335 78,558 89,780 101,003
175,000 39,668 52,890 66,113 79,335 92,558 105,780 119,003
200,000 45,668 60,890 76,113 91,335 106,558 121,780 130,000
225,000 51,668 68,890 86,113 103,335 120,558 130,000 130,000
250,000 57,668 76,890 96,113 115,335 130,000 130,000 130,000
300,000 69,668 92,890 116,113 130,000 130,000 130,000 130,000
400,000 93,668 124,890 130,000 130,000 130,000 130,000 130,000
450,000 105,668 130,000 130,000 130,000 130,000 130,000 130,000
500,000 117,668 130,000 130,000 130,000 130,000 130,000 130,000
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
0.5% ending compensation in excess of covered compensation, times the years of
service (the covered compensation figure for 1998 is $31,100). 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 1998 is $130,000. 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 1998 is $160,000, and this is the amount used
for determining benefits of the Named Executive Officers.
The credited years of service for each of the Named Executive Officers are as
follows: R. P. Wollenberg - 59.7 years; R. E. Wertheimer - 46.3 years; D. L.
Bowden - 38.9 years; D. C. Stibich - 40.6 years; R. J. Parker - 26.5 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. D. C. Stibich began receiving retirement
benefits in February 1996. His retirement benefit is $64,916 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 13); 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 D. L. Bowden, R. J. Parker 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 1993 1994 1995 1996 1997 1998
Longview Fibre $106 $ 97 $ 87 $109 $103 $ 81
S&P 500 Index 115 104 131 163 215 263
S&P Paper & Forest 103 116 134 140 156 145
SECTION 16(a)
BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
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.
SELECTION OF
INDEPENDENT AUDITORS
The Board of Directors selected PricewaterhouseCoopers LLP (formerly 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
PricewaterhouseCoopers LLP to continue as auditor for fiscal year 1999. A
representative of PricewaterhouseCoopers 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.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the fiscal year ended October
31, 1998, is transmitted herewith. The Company will furnish without charge,
upon the written request of any person who is a shareholder or a beneficial
owner of Common Stock of the Company, a copy of the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission for its most
recent fiscal year, including financial statement schedules but not including
exhibits. Requests should be directed to the attention of the Secretary of
the Company at the address set forth in the Notice of Annual Meeting
immediately preceding this Proxy Statement.
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 2000
ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals to be presented at the 2000 annual meeting of
shareholders must be received at the Company's executive offices by August 18,
1999, 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 16, 1998
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 26, 1999, 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
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.
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
shareholders of record in connection with the solicitation of proxies for use
at the forthcoming Annual Meeting of Shareholders to be held on January 26,
1999. 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 Merrill Lynch Trust Company FSB, 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,
1998.
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, 1999, so your shares will be voted at the meeting in
accordance with your instructions.
LONGVIEW FIBRE COMPANY December 16, 1998
LONGVIEW FIBRE COMPANY
HOURLY EMPLOYEES
401(k) SAVINGS PLAN AND TRUST
To Participants:
Copies of the enclosed proxy material are being supplied to Company
shareholders of record in connection with the solicitation of proxies for use
at the forthcoming Annual Meeting of Shareholders to be held on January 26,
1999. As a participant in the Longview Fibre Company Hourly Employees 401(k)
Savings Plan and Trust, the "Plan," you are entitled to direct the manner in
which Merrill Lynch Trust Company FSB, 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, 1998.
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, 1999, so your shares will be voted at the meeting in
accordance with your instructions.
LONGVIEW FIBRE COMPANY December 16, 1998
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
shareholders of record in connection with the solicitation of proxies for use
at the forthcoming Annual Meeting of Shareholders to be held on January 26,
1999. As a participant in the Longview Fibre Company Branch Plant Hourly
Employees' 401(k) Plan and Trust, the "Plan," you are entitled to direct the
manner in which Merrill Lynch Trust Company FSB, 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,
1998.
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, 1999, so your shares will be voted at the meeting in
accordance with your instructions.
LONGVIEW FIBRE COMPANY December 16, 1998
