Exhibit (a)(5)(A)
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Creating the Premier Forest
Products Company
[Image of Conifer]
November 2000
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Forward Looking Statements
These slides include "forward-looking statements" that express
expectations of future events on results. All statements based on
future expectations rather than on historical facts are
forward-looking statements that involve a number of risks and
uncertainties, and the Weyerhaeuser Company ("Weyerhaeuser")
cannot give assurance that such statements will prove to be
correct.
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Tender Offer
o Value -- $48 per share in cash
o Commencement Date -- November 29, 2000
o Expiration Date - January 4, 2001, unless extended
o Customary conditions to closing, including:
o Minimum tender of a majority of the Willamette
shares on a fully diluted basis
o Redemption of Willamette's "poison pill" and removal
of other defensive measures
o Expiration of the Hart-Scott-Rodino waiting period
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Offer Overview
o Tender offer for $48 per share in cash
o 38% premium to Willamette share price and 60% premium to 60-day
average (1)
o Aggregate pro forma transaction value is $7.1 billion, including
$1.7 billion of assumed debt
o Merger expected to be accretive to cash flow, earnings per share
and shareholder value
o Combination expected to generate $300MM of annual synergies
o Expect to retain investment grade credit rating
o Purchase accounting
o Weyerhaeuser has received financing commitments necessary to
complete transaction from Morgan Stanley Dean Witter and The
Chase Manhattan Bank
Note: (1) As of November 10, 2000.
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Strategic Overview
o Willamette is a unique fit with Weyerhaeuser's core product
portfolio
o Enhanced industry position
o Improved pulp, paper and packaging business mix
o Complementary timberlands position
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<TABLE>
<CAPTION>
Enhanced Industry Position
<S> <C>
Top Global Containerboard & Kraft Producers Top Global Uncoated Freesheet Producers
Rank Company Capacity Rank Company Capacity
---- ------- -------- ---- ------- ------
(MSTPY) (MSTPY)
1 Smurfit-Stone Container 7,770 1 International Paper (2) 5,504
2 International Paper (1) 6,126 2 Weyerhaeuser + Willamette 2,799
3 Weyerhaeuser + Willamette 6,100 3 Asia Pulp & Paper 2,724
(3) Weyerhaeuser 4,270 4 Georgia-Pacific + Fort James 2,715
4 Georgia-Pacific + Fort James 3,946 5 Nippon + Daishowa 2,542
5 Jefferson Smurfit 3,188 (9) Willamette 1,415
(12) Willamette 1,830 (10) Weyerhaeuser 1,384
Top N.A. Timberland Owners Top N.A. Structured Panel Producers
Rank Company Capacity Rank Company
Capacity
---- ------- -------- ---- ------- ------
(M Acres) (MMSqFt, 3/8")
1 International Paper 14,023 1 Georgia-Pacific + Fort James 7,642
2 Weyerhaeuser + Willamette 7,731 2 Louisiana Pacific 6,555
3 Plum Creek + The Timber Company 7,555 3 Weyerhaeuser + Willamette(3) 6,380
(3) Weyerhaeuser 6,003 (3) Weyerhaeuser 4,736
4 Canfor 4,370 4 International Paper 3,165
5 Rayonier 3,232 5 Boise Cascade 1,955
(11) Willamette 1,730 (7) Willamette (3) 1,644
</TABLE>
Notes: (1) Excludes 230,000 tons slated for closure as announced on
October 19, 2000.
(2) Excludes 820,000 tons slated for closure as announced on
October 19, 2000.
(3) Excludes Dallas, Oregon (closed) and Ruston, Louisiana plywood mills
(in the process of closing)
Sources: Miller Freeman 1999, public data
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Improved Pulp, Paper & Packaging Business Mix
Weyerhaeuser Willamette
------------ ----------
[Pie Chart] [Pie Chart]
Containerboard 48% Containerboard/54%
Uncoated Uncoated
Freesheet 15% Freesheet 42%
Market Pulp 28% Market Pulp 4%
Other 9%
Total: 9.0MM STPY Total: 3.4MM STPY
Combined
--------
[Pie Chart]
Containerboard 49%
Uncoated Freesheet 23%
Market Pulp 21%
Other 7%
Total: 12.4MM STPY
Source: Miller Freeman 1999 adjusted for announced changes to capacity.
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Complementary Timberlands Position (1)
(Acres in thousands)
Western Coastal Canadian (2)
Timberlands -----------------------------
--------------- Weyerhaeuser (cutting rights) 33,500
Weyerhaeuser 1,960 Weyerhaeuser (owned) 663
Willamette 610
[Maps of the United States, Canada, Australia, New Zealand and
Uruguay indicating location of Weyerhaeuser and
Willamette timberlands]
Weyerhaeuser - International (3)
---------------------------- Southern Timberlands
New Zealand (leased) 151 --------------------
New Zealand (owned) 42 Weyerhaeuser (owned) 3,290
Australia 63 Weyerhaeuser (leased) 490
Uruguay 237 Willamette 1,118
Notes: (1) Does not include controlled acreage.
(2) Forests in Canada are publicly owned and administered by provincial
governments. Weyerhaeuser Canada holds renewable, long term licenses
on 32.8MM acres in five provinces and owns 663,000 acres in British
Columbia.
(3) Joint venture ownership. Source: Company Data
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Strategic Rationale
o Willamette is a unique fit with Weyerhaeuser's core product
portfolio
o Combined business has better prospects than either company on a
stand alone basis
o Accretive in Year 1
o Significant cost savings and synergies expected
o Operating costs
o Capital expenditures
o Creates opportunity to rationalize assets and lower costs
in our Pulp, Paper and Packaging and Wood Products businesses
o Complementary management strengths and cultures
Creates the premier forest products company
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Consistent with Strategic Vision
o Position Weyerhaeuser to be the best forest
products company in the world
o Create shareholder value
o Growth through disciplined acquisitions
(Not through construction of new capacity)
o Strengthen core businesses
o Drive manufacturing and support services efficiencies to
higher levels
o Allocate capital more effectively
Willamette fits all of these criteria
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Consistent with Financial Strategy
o Strongly accretive
o Cash flow and earnings per share
o Accelerates long-term earnings growth
o Efficient and effective use of capital
o Capital expenditure discipline
o Committed to capital spending of no more than 90% of depreciation
after year one
o Maintains sound capital structure and investment grade credit
ratings
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Synergies
o $300MM of synergies achievable within 3 years (1)
o 40% by year 1
o 80% by year 2
o 100% by year 3
o In line with precedent transactions
Note: (1) Based on industry and public information.
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Ability to Deliver
o Disciplined approach to acquisitions
o Growth and focus in core businesses
o Successful record of acquiring and integrating
o MacMillan Bloedel
o Trus Joist International
o Dryden Mill
o Proven management track record of capturing synergies
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Pro Forma Overview
(Dollars in millions)
Weyerhaeuser +
2000E Statistics (1) Weyerhaeuser Willamette Willamette
-------------------- ------------ ---------- --------------
Revenues $15,492 $4,479 $19,971
EBITDA 2,583 971 3,854 (2)
Capital Expenditures 750 400 1,150
DD&A 797 310 1,107
Deferred Taxes 140 95 235
Notes: (1) Weyerhaeuser and Willamette 2000E operating numbers based
on Morgan Stanley Dean Witter equity research.
(2) Pro Forma 2000E EBITDA includes $300 MM of synergies for
illustrative purposes. $300MM in annual synergies expected
to be achieved by 2003.
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Pro Forma Credit Profile (1)
(Dollars in millions)
Pro Forma
Weyerhaeuser Weyerhaeuser/Willamette (2)
------------ -----------------------
Total Debt $4,932 $12,061
Cash $73 $89
Total Book Equity $6,463 $6,463
EBITDA/Interest 8.8x 3.8x
Total Debt/EBITDA 2.1x 3.3x
Debt/Total Capitalization (3) 36.4% 56.9%
FFO/Total Debt 32.7% 17.6%
Credit Rating A3/A
Retains sound capital structure and investment grade credit rating
Notes: (1) Excludes WRECO statistics. Based on 2000E Morgan Stanley
Dean Witter equity research estimates.
(2) Includes $300MM of synergies.
(3) Total Capitalization is defined as book equity + debt +
deferred taxes - cash.
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Longstanding Interest in Willamette
o August 11, 1998 Weyerhaeuser sends letter to Willamette
Board of Directors offering to merge in a
stock-for-stock transaction
o August 20, 1998 Willamette Board rejects offer
* * * * * * * * * * * * *
o August 2, 2000 Weyerhaeuser Chairman meets with Willamette
Chairman to reaffirm interest in Willamette
o August 28, 2000 Weyerhaeuser proposes to acquire Willamette in a
part stock, part cash transaction
o September 8, 2000 Willamette Board rejects offer
o November 6, 2000 Weyerhaeuser proposes to acquire Willamette
for $48 per share in cash
o November 9, 2000 Willamette Board fails to act on proposal
o November 13, 2000 Weyerhaeuser publicly announces proposal
o November 15, 2000 Willamette Board rejects offer
o November 29, 2000 Weyerhaeuser commences cash tender offer
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Creating the Premier Forest Products Company
Weyerhaeuser / Willamette
Combination
-------------------------
o Value for shareholders of both companies |X|
o Accretive to cash flow, earnings per share
and shareholder value |X|
o $300MM in annual synergies |X|
o Track record of performance |X|
o Enhanced manufacturing scale and product position |X|
o Strengthens capital management discipline |X|
o Expect to retain investment grade credit rating |X|
o Sustainable forestry management |X|
o Complementary management and cultures |X|
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[Weyerhaeuser Company logo]
The future is growing...
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<PAGE>
Appendix A
Complementary Assets - Pulp and Papermaking
[Maps of the United States, Canada and Mexico indicating
locations of Weyerhaeuser and Willamette pulp and
papermaking facilities]
Source: Miller Freeman 1999, Company Data
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Appendix B
Complementary Assets - Wood Products
[Maps of the United States, Canada, Ireland, France, Mexico,
Australia and New Zealand indicating location of
Weyerhaeuser and Willamette wood products facilities]
Source: Company Data
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Legend
Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser
Company ("Weyerhaeuser"), has commenced a tender offer for all the outstanding
shares of common stock of Willamette Industries, Inc. ("Willamette") at $48.00
per share, net to the seller in cash, without interest. The offer currently is
scheduled to expire at 12:00 midnight, New York City time, on Thursday, January
4, 2001. CHI may extend the offer and currently expects that the offer will be
extended until the principal conditions to the offer, which are described in
the Offer to Purchase forming part of CHI's tender offer statement, are
satisfied. If the offer is extended, CHI will notify the depositary for the
offer and issue a press release announcing the extension on or before 9:00 a.m.
New York City time on the first business day following the date the offer was
scheduled to expire.
Investors and security holders are urged to read any proxy statement regarding
the proposed business combination described herein, when it becomes available,
because it will contain important information. Each such proxy statement will
be filed with the Securities and Exchange Commission. Investors and security
holders may obtain a free copy of the tender offer statement, each such proxy
statement (when it is available) and other documents filed by Weyerhaeuser with
the Commission at the Commission's website at http://www.sec.gov. The tender
offer statement, each such proxy statement (when it is available) and t hese ot
her documents may also be obtained for free from Weyerhaeuser by directing a
request to Kathryn McAuley at (253) 924-2058.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
shareholders of Willamette by Weyerhaeuser and CHI is available in a filing made
by Weyerhaeuser with the Commission pursuant to Rule 14a-12 on November 29,
2000.
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