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(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Longview Fibre Company
(Name of Registrant as Specified In Its Charter)
(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:
(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 (set forth the amount on which the filing fee is
calculated and state how it was determined):_______
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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 23, 2001, at the office of the Company, 300 Fibre Way,
Longview, Washington 98632, for the following purposes:
(1) To elect three Class II 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, 2000, 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 15, 2000
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, 2001, 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, 2000 (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 2000 Annual Report will be sent to shareholders on or about December
15, 2000.
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 II 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 51,476,567 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. 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".
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership % of Class
R. E. Wertheimer - Executive Vice President
and Director (1) 3,062,775 5.9%
335 Woodside Drive
Woodside, CA 94062
The Prudential Insurance Company of America (2) 2,949,950 5.7%
751 Broad Street
Newark, New Jersey 07102-3777
Directors and executive officers as a group
(10 persons) 4,943,679 9.6%
(Including R. E. Wertheimer)
(1) R. E. Wertheimer holds sole voting and dispositive power with respect to
1,540,750 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 45,550 shares beneficially
owned by members of his immediate family.
(2) Based on a Schedule 13G dated January 31, 2000, filed by The Prudential
Insurance Company of America ("Prudential"), a registered investment advisor,
Prudential has sole voting and dispositive power with respect to 5,200 shares
and shared voting and dispositive power with respect to 2,944,750 shares.
ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of ten 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 2001 Annual Meeting, three Class II
directors will be elected to serve for terms of three years each expiring in the
year 2004. The remaining seven directors are divided into two classes of four
Class I directors and three Class III directors whose terms expire in 2003 and
2002, 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 2001 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 II Directors
(Terms to Expire in 2004)
Amount and
Principal Occupation and Served as Nature of
Directorships of Other Director Beneficial % of
Names Age Public Companies Since Ownership Class
Robert E. Wertheimer 72 Executive Vice President 1956 3,062,775 5.9%
(1)
Lisa J. Holbrook 45 Senior Vice President- 1992 583 *
Finance, Secretary and
Treasurer
John R. Kretchmer 42 Chief Executive Officer 1997 4,000 *
and Director, American
Licorice Company, Bend,
Oregon
DIRECTORS WHOSE TERMS CONTINUE
Class III Directors
(Terms to Expire in 2002)
Amount and
Principal Occupation and Served as Nature of
Directorships of Other Director Beneficial % of
Names Age Public Companies Since Ownership class
Richard P. Wollenberg 85 Chairman of the Board, 1946 1,198,294 2.3%
(2)(3) President and Chief Executive Officer
Robert B. Arkell 69 Vice President-Industrial 1986 4,373 *
Relations and General Counsel
M. Alexis Dow, CPA 51 Elected Auditor, Metro 1988 2,000 *
Regional Government, Oregon
1995; formerly Certified Public
Accountant, M. Alexis Dow, CPA,
Portland, Oregon - 1986-1995
Class I Directors
(Terms to Expire in 2003)
David A. Wollenberg 53 President, The Cortana 1979 270,765 *
(2)(4) Corporation (real estate
investment), Menlo Park,
California
David L. Bowden 65 Senior Vice President-Timber 1990 17,682 *
Richard H. Wollenberg 47 Executive Vice President 1995 382,081 *
(2)(5)
Richard J. Parker 52 Senior Vice President- 1997 1,126 *
Production and Mill Manager
* Does not exceed 1%.
(1) R. E. Wertheimer holds sole voting and dispositive power with respect to
1,540,750 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 45,550 shares beneficially
owned by members of his immediate family.
(2) D. A. Wollenberg and R. H. Wollenberg are the sons of R. P. Wollenberg.
(3) Includes 234,950 shares owned by Leone B. Wollenberg, wife of R. P.
Wollenberg, as to which shares Mr. Wollenberg disclaims any beneficial interest.
Does not include 2,027,930 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 75,530 shares beneficially owned by members of D. A. Wollenberg's
immediate family, as to which shares Mr. Wollenberg disclaims any beneficial
interest.
(5) Includes 106,830 shares beneficially owned by members of R. H. Wollenberg's
immediate family, as to which shares Mr. Wollenberg disclaims any beneficial
interest.
Board of Directors and Committees
The Board of Directors of the Company held five meetings during the fiscal year
ended October 31, 2000. All 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 2000.
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, D. L. Bowden and R. H. Wollenberg
served on the Executive Committee during fiscal year 2000, and D. C. Stibich
served as an alternate member until his retirement on April 1, 2000. The
Committee met once during the year to consider and recommend nominees for
election to the Board of Directors and twice during the year to consider and
recommend officers' compensation. The Executive Committee will consider
nominees for the Board of Directors in the manner set forth in the Company's
Bylaws. See "Shareholder Proposals for the 2002 Annual Meeting of
Shareholders".
The Board of Directors has an Audit Committee which, in addition
to other functions, 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 Board of Directors
has adopted a written Audit Committee Charter, a copy of which is attached as
Exhibit 1. The Committee currently consists of two outside directors, M. A. Dow
and J. R. Kretchmer. Each of the members of the Audit Committee is independent
as defined under the New York Stock Exchange's listing standards. The Committee
held four meetings during fiscal year 2000.
Directors who are not officers of the Company receive an annual fee of $8,000.
In addition, Audit Committee members receive an annual fee of $4,000. The
Company reimburses directors for reasonable out-of-pocket expenses when
incurred.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors performs the functions described
above. In performing its functions, the Audit Committee recommended to the Board
the selection of PricewaterhouseCoopers LLP as the Company's independent
auditor.
During fiscal year 2000, the Committee:
- Reviewed and discussed the audited financial statements with management;
- Discussed with the independent auditor the matters required to be discussed by
Statement on Auditing Standards No. 61;
- Received the written disclosures and the letter from the independent auditor
required by Independence Standards Board Standard No. 1, and discussed with
the independent auditor its independence; and
- Based on the review and discussions referred to above, recommended to the
Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for fiscal year 2000 for filing with the
Securities and Exchange Commission.
M. A. Dow
J. R. Kretchmer
COMPENSATION COMMITTEE REPORT
The Executive Committee of the Board of Directors performs the functions of the
Nominating and Compensation Committees. For fiscal year 2000, the Executive
Committee was comprised of R. P. Wollenberg, Chief Executive Officer, President
and Chairman of the Board; R. E. Wertheimer, Executive Vice President; D. L.
Bowden, Senior Vice President; and R. H. Wollenberg, Executive 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, the Company believes that short-term performance is
not relevant other than in comparing the Company's relative performance to
appropriate competitors. The Company compensates its executive officers based
on long-term corporate performance and believes 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 as to both the salary range and the salary level 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. R. P. Wollenberg did not receive a general increase for
calendar year 2000.
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 2000
exceeded the $1 million limitation.
R. P. Wollenberg
R. E. Wertheimer
D. L. Bowden
R. H. Wollenberg
EXECUTIVE COMPENSATION
Summary Compensation Table
Compensation paid by the Company during fiscal years 2000, 1999 and 1998 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 2000 $463,800 $ 5,050
Chairman of the Board, President 1999 $463,800 $ 8,764
and Chief Executive Officer 1998 $463,800 $ 10,710
R. E. Wertheimer 2000 $259,479 $ 11,356
Executive Vice President 1999 $247,359 $ 18,940
1998 $247,359 $ 20,073
D. L. Bowden 2000 $197,000 $ 12,133
Senior Vice President-Timber 1999 $191,400 $ 12,648
1998 $187,400 $ 13,043
R. J. Parker 2000 $179,000 $ 7,771
Senior Vice President-Production 1999 $173,400 $ 20,773
and Mill Manager 1998 $168,400 $ 19,952
R. B. Arkell 2000 $175,400 $ 16,542
Vice President-Industrial 1999 $169,800 $ 17,319
Relations and General Counsel 1998 $166,000 $ 16,918
(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 2000: R. P. Wollenberg, $5,050; R. E. Wertheimer, $5,050; D. L. Bowden,
$5,050; R. J. Parker, $5,050, and R. B. Arkell $5,050 and (b) dollar value of
the benefit of premiums paid for split-dollar life insurance policies for 2000
(unrelated to term life insurance coverage) projected on an actuarial basis:
R. P. Wollenberg, $0; R. E. Wertheimer, $6,306; D. L. Bowden, $7,083; R. J.
Parker, $2,721; and R. B. Arkell $11,492.
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, 2000.
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 $ 27,368 $ 36,490 $ 45,613 $ 54,735 $ 63,858 $ 72,980 $ 82,103
150,000 33,368 44,490 55,613 66,735 77,858 88,980 100,103
175,000 39,368 52,490 65,613 78,735 91,858 104,980 118,103
200,000 45,368 60,490 75,613 90,735 105,858 120,980 135,000
225,000 51,368 68,490 85,613 102,735 119,858 135,000 135,000
250,000 57,368 76,490 95,613 114,735 133,858 135,000 135,000
300,000 69,368 92,490 115,613 135,000 135,000 135,000 135,000
400,000 93,368 124,490 135,000 135,000 135,000 135,000 135,000
450,000 105,368 135,000 135,000 135,000 135,000 135,000 135,000
500,000 117,368 135,000 135,000 135,000 135,000 135,000 135,000
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 2000 is $35,100). 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
2000 is $135,000. 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 2000 is $170,000, 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 - 61.7 years; R. E. Wertheimer - 48.3 years; D. L.
Bowden - 40.9 years; R. B. Arkell - 30.0 years; and R. J. Parker - 28.5 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. R. B. Arkell began receiving retirement benefits
in February, 1996. His retirement benefit is $43,046 per year. D. L. Bowden
began receiving retirement benefits in May, 2000. His retirement benefit is
$81,968 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 11); 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 R. B. Arkell. 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
For fiscal 2000, R. P. Wollenberg, Chief Executive Officer; R. E. Wertheimer,
Executive Vice President; D. L. Bowden, Senior Vice President and R. H.
Wollenberg, Executive 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 until his retirement.
TOTAL SHAREHOLDER RETURN
Dividends Reinvested
Oct. Oct. Oct. Oct. Oct. Oct.
Company/Index Name 1995 1996 1997 1998 1999 2000
Longview Fibre $100 $125 $118 $ 93 $ 90 $111
S&P 500 Index 100 124 164 200 251 267
S&P Paper & Forest 100 105 117 108 140 116
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
During fiscal year 2000, pursuant to a stock redemption agreement, the Company
repurchased 100,000 shares of common stock at an aggregate purchase price of
$1,262,500 in a private transaction from the estate of J. Roger Wollenberg.
Richard P. Wollenberg, Chairman of the Board, President and Chief Executive
Officer of the Company, is the brother of the deceased. The stock redemption
agreement calls for the purchase of an additional 500,000 shares in increments
of 100,000 shares each month (through March 2001), based on the then market
price of the common stock at the time of purchase. To the knowledge of the
Company, no executive officer, director or holder of more than 5% of the
Company's outstanding common stock (or their immediate family members) is a
beneficiary of the estate.
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 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 2001. 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, 2000, 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. 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 2002
ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals to be presented at the 2002 annual meeting of
shareholders must be received at the Company's executive offices by August 17,
2001, 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 15, 2000
EXHIBIT 1
AUDIT COMMITTEE CHARTER
Longview Fibre Company
Audit Committee of the Board of Directors
I. FUNCTION
There shall be a committee of the Board of Directors to be known as the Audit
Committee. The Audit Committee shall provide assistance to the Board of
Directors in fulfilling their responsibilities to monitor the integrity of the
Company's financial reporting process. In so doing, it is the responsibility of
the Audit Committee to promote free and open communication among the Board of
Directors, the independent auditors, the internal auditors, and the financial
management of the Company. Management of the Company is responsible for the
preparation, objectivity, and integrity of the financial statements and related
information.
While the Audit Committee has the responsibilities and powers set forth in this
charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
or are in accordance with generally accepted accounting principles. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditors or to
assure compliance with laws and regulations or the Company's corporate policies.
II. MEMBERSHIP
The Audit Committee shall, by June 14, 2001, be composed of at least three
Directors. Members of the Audit Committee shall meet applicable independence,
financial literacy, and experience requirements for serving on audit committees
as set forth in the corporate governance standards of the New York Stock
Exchange, as the same may be amended or supplemented from time to time. A
member designated by the Board of Directors shall chair the Audit Committee, and
the Company's Internal Auditor shall act as Secretary of the Committee. The
Audit Committee serves at the pleasure of and is subject to the control and
direction of the Board of Directors.
III. RESPONSIBILITIES
In carrying out its functions, the Audit Committee should:
1. Annually review and reassess the adequacy of the Committee's charter.
2. Review with financial management and the independent auditors the Company's
quarterly financial results prior to the release of earnings and the Company's
quarterly financial statements prior to filing or distribution. Discuss any
significant changes to the Company's accounting principles and any items
required to be communicated by the independent auditors in accordance with
Statement on Auditing Standards No. 61. The Chair of the Committee may
represent the entire Audit Committee for purposes of this review.
3. Prior to the release of the annual report to shareholders, review the
financial statements to be contained in such report with the independent
auditors to determine that the independent auditors are satisfied with the
disclosure and content of the financial statements to be presented to the
shareholders. Any changes in accounting principles should be reviewed.
4. Recommend annually to the Board of Directors the independent auditors to be
selected to audit the financial statements of the Company, its divisions and
subsidiaries. The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit Committee and the Board
of Directors are ultimately accountable and responsible for the selection,
evaluation, and replacement of the independent auditors.
5. Meet with the independent auditors and financial management of the Company to
review the scope of the proposed audit for the current year and the audit
procedures to be utilized and, at the conclusion thereof, review such audit
including any comments or recommendations of the independent auditors.
6. Review with the independent auditors matters required to be assessed under
Statement on Auditing Standards No. 61.
7. Assess the independence of the internal auditors and the independent
auditors. Obtain on a periodic basis a formal written statement delineating all
relationships between the independent auditors and the Company. Actively
engage in a dialogue with the independent auditors with respect to any
disclosed relationships or services that may impact the independent auditors'
objectivity and independence, and recommend that the Board of Directors take
appropriate action in response to the independent auditors' report to satisfy
itself of the independent auditors' actual independence.
8. Review the internal audit function of the Company with the independent
auditors, with particular attention to maintaining the best possible effective
balance between independent and internal auditing resources.
9. Review the internal audit work plan, summaries of findings from completed
internal audits and progress reports on the proposed internal audit plan with
explanations for any deviations from the original plan, as such summaries and
reports are provided to the Audit Committee.
10. Review and concur in the appointment, replacement, reassignment, or
dismissal of the director of internal auditing.
11. Review with the independent auditors and with the Company's financial and
accounting personnel the adequacy and effectiveness of the internal auditing,
accounting and financial controls of the Company, and elicit any
recommendations that they may have for the improvement of such internal
control procedures or particular areas where new or more detailed controls or
procedures are desirable.
12. Discuss any matters that the Committee or the independent auditors, internal
auditors, or management believe should be discussed by any of these groups
privately with the Audit Committee in separate executive sessions. Among
items to be discussed in such meetings are the evaluation of the Company's
financial, accounting and auditing personnel, the cooperation the independent
auditors received during the course of their audit, and whether any disputes
arose between the auditors and management on auditing or accounting questions.
13. Cause to be made an investigation into any matter brought to its attention
within the scope of its duties, with the power to retain outside counsel,
accountants, or others for this purpose.
14. Review with the Company's General Counsel the results of its review of the
Company's monitoring compliance with the Company's code of ethics.
15. Based on reviews and discussion of financial statements with management and
the independent auditors, recommend to the Board of Directors whether the
audited financial statements should be included in the Company's Annual Report
on Form 10-K.
16. Report on Audit Committee activities to the full Board of Directors and
issue annually a summary report in compliance with the rules of the Securities
and Exchange Commission for submission to the shareholders.
17. Keep minutes of all Audit Committee meetings and, after review by corporate
counsel, submit such minutes to the Board of Directors of the Company.
The Audit Committee policies and procedures should remain flexible so that the
Audit Committee can best react to changing conditions.
PROXY PROXY
LONGVIEW FIBRE COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard P. Wollenberg, Robert E. Wertheimer,
David L. Bowden and Richard H. Wollenberg and each of them as 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 at the office of the Company, 300
Fibre Way, Longview, Washington 98632 on January 23, 2001, at 10:00 a.m., local
time, or any adjournments thereof. The undersigned directs that the proxy be
voted as follows:
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
(Continued and to be signed on reverse side.)
LONGVIEW FIBRE COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
1. ELECTION OF DIRECTORS
Class II Directors: Robert E. Wertheimer FOR WITHHOLD FOR ALL
Lisa J. Holbrook ALL ALL EXCEPT
John R. Kretchmer [ ] [ ] [ ]
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.
The undersigned hereby revokes any proxy or proxies previously given for such
shares and ratifies all that said proxies or their substitutes may lawfully do
by virtue hereof.
Dated___________________
_____________________________________________________________________________
Signature of Shareholder(s)
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.
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE DATE, SIGN AND RETURN PROMPTLY
