Edgar Filing: WEYERHAEUSER CO

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a Party other than the Registrant /X/

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 Pursuant to Section240.14a-12

WILLAMETTE INDUSTRIES, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

WEYERHAEUSER COMPANY
AND
COMPANY HOLDINGS, INC.
-----------------------------------------------------------------------
(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:
----------------------------------------------------------

(WEYERHAEUSER COMPANY LOGO)

February 9, 2001

Dear Willamette Shareholder:

By now, you should have received Weyerhaeuser's Offer to Purchase in
connection with our offer to acquire all outstanding shares of Willamette Common
Stock at $48.00 per share in cash. We commenced our tender offer because
Willamette's board of directors has repeatedly refused to negotiate with us,
even though we communicated to Willamette both in 1998 and again in the summer
and fall of 2000 that we were seeking to consummate a business combination at a
substantial premium for Willamette's shareholders.

We are sending you the enclosed proxy statement and the accompanying GOLD
proxy card because we are soliciting proxies from Willamette's shareholders to
be used at the 2001 annual meeting of Willamette shareholders. At this annual
meeting, three class A directors and one class C director of Willamette will be
elected. Although the Company has not yet announced the date of the 2001 annual
meeting, last year's annual meeting was held on April 18, 2000.

We are seeking your support for the election of our four nominees to
Willamette's board because we believe that the current directors of Willamette
are not acting, and will not act, in your best interests. Specifically, the
Willamette board continues to refuse to negotiate with us, despite the fact that
as of February 1, 2001, a majority of shares had been tendered into our $48.00
per share cash tender offer. Our offer represents a 38 percent premium over
Willamette's closing price on Friday, November 10, 2000, the last trading day
before our announcement of our $48.00 cash proposal, and a premium of
approximately 60 percent to the average share price for the 60 days prior to
November 10, 2000. Although the Willamette board has rejected our offer, it has
not explained how it will deliver to its shareholders value equal to the $48.00
we have offered.

We believe that you deserve a board of directors that is answerable to you
and will act in your best interests. We urge you to send a strong message to
Willamette that you want a board that will act in your best interests and let
you have the opportunity to accept our premium cash offer. The only way to send
that message is by voting to elect the Weyerhaeuser nominees.

THE WEYERHAEUSER NOMINEES BELIEVE THAT THE SHAREHOLDERS--THE OWNERS OF
WILLAMETTE--ARE ENTITLED TO MAKE A DECISION ON WHETHER OR NOT TO ACCEPT
WEYERHAEUSER'S OFFER. WE BELIEVE THAT THE WEYERHAEUSER NOMINEES, IF ELECTED TO
THE WILLAMETTE BOARD, WILL ACT IN YOUR BEST INTERESTS, AND, SUBJECT TO THEIR
FIDUCIARY DUTIES TO WILLAMETTE AND ITS SHAREHOLDERS, SUPPORT WEYERHAEUSER'S
OFFER. IF ELECTED, THE WEYERHAEUSER NOMINEES WILL COMPRISE FOUR OF THE TEN
DIRECTORS OF WILLAMETTE.

WHETHER OR NOT YOU PLAN TO ATTEND THE 2001 ANNUAL MEETING, WE URGE YOU TO
VOTE FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES BY SIGNING, DATING AND
RETURNING THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE TODAY.

REMEMBER, IF YOU HOLD YOUR WILLAMETTE SHARES WITH A BROKERAGE FIRM OR BANK,
ONLY THEY CAN EXERCISE VOTING RIGHTS WITH RESPECT TO YOUR SHARES AND ONLY UPON
RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, IT IS CRITICAL THAT YOU
PROMPTLY CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS
TO VOTE THE GOLD PROXY CARD FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES.

If you have any questions or require any assistance in executing or
delivering your proxy, please call our proxy solicitor, Innisfree M&A
Incorporated, at 1-877-750-5838.

Very truly yours,

/s/ STEVEN R. ROGEL

Steven R. Rogel
Chairman, President and
Chief Executive Officer

2001 ANNUAL MEETING OF SHAREHOLDERS
OF
WILLAMETTE INDUSTRIES, INC.

------------------------

PROXY STATEMENT
OF
WEYERHAEUSER COMPANY
AND
COMPANY HOLDINGS, INC.
----------------

This Proxy Statement is furnished by Weyerhaeuser Company, a Washington
corporation ("Parent"), and Company Holdings, Inc., a Washington corporation and
a wholly owned subsidiary of Parent (the "Purchaser" and, together with Parent,
"Weyerhaeuser"), in connection with their solicitation of proxies to be used at
the 2001 annual meeting of shareholders of Willamette Industries, Inc., an
Oregon corporation ("Willamette" or the "Company"), and at any adjournments,
postponements or reschedulings thereof (the "2001 Annual Meeting"). Pursuant to
this Proxy Statement, Weyerhaeuser is soliciting proxies from shareholders of
the Company (the "Shareholders") to elect four nominees of Weyerhaeuser (the
"Weyerhaeuser Nominees") as directors of the Company. Although the Company has
not yet announced the date of the 2001 Annual Meeting, last year's annual
meeting was held on April 18, 2000. Weyerhaeuser is soliciting proxies for use
at the 2001 Annual Meeting whenever it may be held. The Company has not yet
selected the time and location for the 2001 Annual Meeting or set the record
date for determining those Shareholders who will be entitled to vote at such
meeting (the "Record Date").

Weyerhaeuser believes that three Class A Directors (the "Class A Directors")
will be elected at the 2001 Annual Meeting for a three-year term expiring at the
2004 annual meeting of the Company and one Class C Director (the "Class C
Director") will be elected at the 2001 Annual Meeting for a two-year term
expiring at the 2003 annual meeting of the Company. Weyerhaeuser is asking for
your vote to elect three of the Weyerhaeuser Nominees as Class A Directors and
one of the Weyerhaeuser Nominees as a Class C Director.

THIS SOLICITATION IS BEING MADE BY PARENT AND THE PURCHASER AND NOT ON
BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

This Proxy Statement and the enclosed GOLD proxy card are first being sent
or given to Shareholders on or about February 12, 2001. The principal executive
offices of the Company are located at 1300 Southwest Fifth Avenue, Suite 3800,
Portland, Oregon 97201.

The Purchaser has commenced an offer (the "Offer") to purchase (1) all
outstanding shares of the common stock, par value $0.50 per share (the
"Shares"), of the Company, and (2) unless and until validly redeemed by the
Board of Directors of the Company, the related rights to purchase shares of
Series B Junior Participating Preferred Stock, par value $0.50 per share, of the
Company (the "Rights") issued pursuant to the Rights Agreement, dated as of
February 25, 2000, by and between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, at a price of $48.00 per Share, net to the
seller in cash without interest. Parent currently intends, promptly following
consummation of the Offer, to seek to have the Company consummate a second-step
merger or similar business combination with the Purchaser or another direct or
indirect wholly owned subsidiary of Parent (the "Proposed Merger"), pursuant to
which each then outstanding Share (other than Shares held by Parent or the
Purchaser) will be converted into the right to receive an amount in cash equal
to the highest price per Share paid in the Offer. The Offer currently is
scheduled to expire at 12:00 midnight, New York City time, on Friday, March 30,
2001, unless extended. The purpose of the Offer and the Proposed Merger

is for Parent to acquire control of, and ultimately the entire equity interest
in, the Company. The Offer, as the first step in the acquisition of the Company,
is intended to facilitate the acquisition of all outstanding Shares. For a
complete description of the terms of the Offer, including conditions of the
Offer and the Proposed Merger and certain federal income tax consequences of the
Offer and the Proposed Merger, Shareholders are referred to the Offer to
Purchase dated November 29, 2000 (the "Offer to Purchase"). Subject to their
fiduciary duties, the Weyerhaeuser Nominees are expected to support the Offer
and the Proposed Merger.

THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE OFFER IS MADE ONLY BY MEANS OF THE OFFER TO
PURCHASE AND THE RELATED LETTER OF TRANSMITTAL.

IMPORTANT
ELECTION OF THE WEYERHAEUSER NOMINEES IS EXPECTED TO FACILITATE THE OFFER
AND THE PROPOSED MERGER. IF YOU WANT THE OPPORTUNITY TO PARTICIPATE IN THE OFFER
AND THE PROPOSED MERGER, WE URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE
ENCLOSED GOLD PROXY CARD TO VOTE FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES
AS DIRECTORS.
ELECTION OF THE WEYERHAEUSER NOMINEES WILL BE AN IMPORTANT STEP IN ALLOWING
YOU THE OPPORTUNITY TO RECEIVE THE CONSIDERATION TO BE RECEIVED BY SHAREHOLDERS
PURSUANT TO THE OFFER AND THE PROPOSED MERGER.
HOWEVER, YOU MUST TENDER YOUR SHARES PURSUANT TO THE OFFER AND ALL THE
CONDITIONS TO THE OFFER MUST BE SATISFIED OR WAIVED BEFORE YOU CAN RECEIVE THE
CASH PRICE TO BE PAID FOR SHARES PURSUANT TO THE OFFER. YOUR VOTE FOR THE
ELECTION OF THE WEYERHAEUSER NOMINEES AS DIRECTORS DOES NOT OBLIGATE YOU TO
TENDER YOUR SHARES PURSUANT TO THE OFFER.
IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF THE COMPANY,
YOU MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES
BY SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY CARD.

QUESTIONS AND ANSWERS ABOUT THIS PROXY SOLICITATION

WHAT ARE WE ASKING YOU TO VOTE FOR?

Weyerhaeuser is asking you replace the Company's current three Class A
Directors and one Class C Director with independent directors who have indicated
they will act in your best interests.

WHY ARE WE SOLICITING YOUR VOTE?

Weyerhaeuser is soliciting your vote because Weyerhaeuser believes that the
current directors are not acting, and will not act, in your best interests.
Specifically, Weyerhaeuser calls your attention to the fact that:

- despite the substantial premium of our initial $48.00 per share cash offer
on November 29, 2000, the Company's Board of Directors rejected the offer
as inadequate without making any effort to negotiate our offer and has
refused to amend its "poison pill" rights plan or take other steps that
would permit you to accept our offer, and

- the Company has taken actions to impose transaction costs on companies
seeking to acquire it such as Weyerhaeuser, including the Company's
enhancement of its "golden parachute" severance arrangements with a
significant number of highly paid employees and the establishment of such
arrangements with virtually all the Company's salaried employees. Under
the enhanced agreements, each of Willamette's eleven most senior
executives may terminate his or her employment during a one-month period
following the first anniversary of a change-in-control of Willamette FOR
ANY REASON AT ALL and collect full severance benefits.

HOW DOES THIS VOTE AFFECT THE WEYERHAEUSER TENDER OFFER?

Even if the Shareholders elect the Weyerhaeuser Nominees, Weyerhaeuser does
not intend to purchase shares tendered unless certain conditions to the offer
are satisfied.

WHAT NEEDS TO HAPPEN FOR WEYERHAEUSER TO COMPLETE ITS TENDER OFFER?

Certain conditions need to be met in order for Weyerhaeuser to complete its
tender offer.

FIRST, Shareholders must validly tender and not withdraw before the
expiration of the offer a majority of the outstanding shares of the Company.

SECOND, the Company's board of directors needs to redeem the preferred stock
("poison pill") purchase rights or these rights need to be deemed invalid or
otherwise inapplicable to the tender offer.

THIRD, if the Company does not opt out of the Oregon Control Share Act,
Weyerhaeuser must be satisfied that it will have full voting rights with respect
to all shares to be acquired.

FOURTH, Weyerhaeuser must be satisfied that any restrictions under Oregon
law or Willamette's charter documents on merging the Company with Weyerhaeuser
are inapplicable or otherwise invalid.

FIFTH, all waiting periods imposed by regulatory laws must have expired or
terminated. Weyerhaeuser received early termination of the waiting period under
the federal antitrust laws on December 14, 2000.

When all these conditions and the other customary conditions listed in
Weyerhaeuser's tender offer statement are satisfied then Weyerhaeuser can
complete its tender offer.

WHO ARE THE WEYERHAEUSER NOMINEES?

Weyerhaeuser proposes that Thomas M. Luthy, Robert C. Lane and Evelyn Cruz
Sroufe be elected as Class A Directors and John W. Creighton, Jr. be elected as
a Class C Director. These nominees are independent persons not affiliated with
Weyerhaeuser or the Company. They are highly qualified

individuals who believe the Shareholders--the owners of the Company--are
entitled to make a decision on whether or not to accept Weyerhaeuser's offer.

IF YOU ELECT THE WEYERHAEUSER NOMINEES, ARE YOU AGREEING TO THE SALE OF
WILLAMETTE TO WEYERHAEUSER?

No, your vote for the election of the Weyerhaeuser Nominees does not
obligate you to tender your shares. The Weyerhaeuser Nominees are independent
persons who are committed to acting in your best interests and maximizing value
for the Shareholders. Subject to their fiduciary duties to Willamette and the
Shareholders under applicable law, the Weyerhaeuser Nominees are expected to
support Weyerhaeuser's offer.

WHO CAN VOTE AT THE 2001 ANNUAL MEETING?

If you own Willamette common stock at the close of business on the record
date established by Willamette, you have the right to vote for the Weyerhaeuser
Nominees at the annual meeting.

HOW MANY SHARES MUST BE VOTED IN FAVOR OF THE WEYERHAEUSER NOMINEES TO ELECT
THEM?

Assuming a quorum is present at the meeting, the three Class A nominees and
the single Class C nominee who receive the most votes will be elected.

WHAT SHOULD YOU DO TO VOTE FOR THE WEYERHAEUSER NOMINEES?

Sign, date and return the enclosed GOLD proxy card today to Weyerhaeuser c/o
Innisfree M&A Incorporated in the envelope provided.

WHOM SHOULD YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION?

Please call our proxy solicitor Innisfree M&A Incorporated toll free at
1-877-750-5838.

DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2001 ANNUAL MEETING

According to publicly available information, the Company's Board of
Directors currently consists of 10 members divided into three classes. Each
member of a class of directors holds office until the third annual meeting next
succeeding his or her election and until his or her successor is elected or
until his or her death, resignation, retirement or removal. According to
publicly available information, the terms of office of the following three
Class A Directors (the "Class A Directors") will expire at the 2001 Annual
Meeting: Kenneth W. Hergenhan, Robert M. Smelick and Benjamin R. Whiteley. In
addition, the term of office of one Class C Director (the "Class C Director"),
Duane C. McDougall, who was appointed by the Company's Board of Directors to
fill a vacancy created by the retirement of a former Class C Director, also will
expire at the 2001 Annual Meeting or at any earlier shareholders' meeting at
which directors are elected.

THE WEYERHAEUSER NOMINEES

At the 2001 Annual Meeting, Weyerhaeuser will propose that Thomas M. Luthy,
Robert C. Lane and Evelyn Cruz Sroufe be elected as Class A Directors and John
W. Creighton, Jr. be elected as a Class C Director. Each of the Weyerhaeuser
Nominees to serve as a Class A Director, if elected, will hold office until the
Company's 2004 annual meeting and until his or her successor is elected or until
his or her death, resignation, retirement or removal. The Weyerhaeuser Nominee
to serve as a Class C Director, if elected, will hold office until the Company's
2003 annual meeting and until his successor is elected or until his death,
resignation, retirement or removal.

The Weyerhaeuser Nominees have furnished the following information regarding
their principal occupations and certain other matters.

PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME, AGE AND BUSINESS (OR RESIDENCE) ADDRESS DURING THE LAST FIVE YEARS AND OTHER DIRECTORSHIPS
--------------------------------------------- --------------------------------------------------

CLASS A DIRECTORS
Thomas M. Luthy (63) Mr. Luthy served as Senior Vice President, Wood
8 Enatai Drive Products, of Weyerhaeuser Company from April 1995
Bellevue, Washington 98004 until his retirement in June 1999. Since 1997,
Mr. Luthy has been a member of the Citizens
Oversight Panel of Sound Transit (Seattle area
public transportation agency).

Robert C. Lane (68) Mr. Lane served as Vice President and General
25 Summit Road Counsel of Weyerhaeuser Company from April 1980
Tacoma, Washington 98406 until his retirement in February 1997. Since
July 1998 Mr. Lane has been a member and is
currently secretary of the Public Utility Board
for the City of Tacoma, Washington.

Evelyn Cruz Sroufe (55) Ms. Sroufe has worked in Transition Assistance
1620 Broadmoor Drive East with Microsoft Corporation since January 2000.
Seattle, Washington 98112 From May 1998 to January 2000, she served as
Senior Vice President, Worldwide Operations, of
Visio Corporation. From December 1985 to May 1998,
she was a partner at the law firm of Perkins Coie
LLP.

CLASS C DIRECTOR

John W. Creighton, Jr. (68) Mr. Creighton served as Chief Executive Officer of
1000 Second Avenue #3700 Weyerhaeuser Company from April 1991 until his
Seattle, Washington 98104 retirement in November 1997, and President from
April 1988. In addition, Mr. Creighton is a
director of UAL, Inc. where he serves on the
audit, compensation, labor and independent
director nomination committees. He is also a
director and the non-executive chairman of the
board of directors of Unocal Corporation where he
serves on the accounting and auditing, corporate
responsibility and retirement committees.

Each of the Weyerhaeuser Nominees has agreed to be named in this proxy
statement and to serve as a director of the Company, if elected. Weyerhaeuser
does not expect that any of the Weyerhaeuser Nominees will be unable to stand
for election or serve as a director, but if any vacancy in the slate of the
Weyerhaeuser Nominees occurs for any reason (including if the Company makes or
announces any changes to its By-laws or takes or announces any other action that
has, or if consummated would have, the effect of disqualifying any or all of the
Weyerhaeuser Nominees), the Shares represented by the enclosed GOLD proxy card
will be voted for a substitute candidate nominated by Weyerhaeuser in compliance
with the rules of the Securities and Exchange Commission (the "Commission") and
any other applicable law.

The Weyerhaeuser Nominees and their associates will not receive any
compensation from Weyerhaeuser for their service as directors of the Company.
Parent will pay each Weyerhaeuser Nominee $25,000 in consideration of such
Weyerhaeuser Nominee's service as a Weyerhaeuser Nominee. Parent also has agreed
to reimburse the Weyerhaeuser Nominees for fees and expenses incurred in
reviewing and entering into their respective agreements with Parent. In
addition, Parent has agreed to indemnify the Weyerhaeuser Nominees against any
costs, expenses and other liabilities associated with their nomination and the
election contest. Parent will not be required to indemnify the Weyerhaeuser
Nominees: (a) except to the extent the aggregate amount of losses to be
indemnified exceeds any indemnification and insurance provided by the Company;
(b) for any transaction from which the Weyerhaeuser Nominee personally derived a
benefit in money, property or service to which the Weyerhaeuser Nominee was not
legally entitled; or (c) in respect of acts or omissions which involve

intentional misconduct or a knowing violation of law by the Weyerhaeuser
Nominee. Parent may, but is not obligated to, obtain insurance policies covering
any portion of such indemnification.

According to publicly available information, if elected as directors of the
Company, the Weyerhaeuser Nominees who are not employees of the Company would
receive an annual retainer of $24,000 plus $1,200 for each meeting of the
Company's Board of Directors and $1,000 for each committee meeting attended
(except that the chairman of a committee receives an attendance fee of $1,500
per meeting). Receipt of such fees may be deferred pursuant to the Company's
1999 Deferred Compensation Plan at the election of each director. If elected,
each Weyerhaeuser Nominee also will receive an option to purchase 2,000 Shares
and an additional option to purchase 1,200 Shares at each subsequent annual
meeting after which he or she is to continue to serve as a director. Such
options would be granted at an exercise price equal to the fair market value of
the Shares on the date of grant, have terms of 10 years and 2 days and be
subject to vesting provisions. Each of the Weyerhaeuser Nominees, if elected,
would be indemnified for service as a director to the same extent
indemnification is provided to other directors under the Company's Restated
Articles of Incorporation. In addition, Weyerhaeuser believes that upon
election, the Weyerhaeuser Nominees would be covered by the Company's officer
and director liability insurance, if any, and be entitled to any other benefits
made available to directors by the Company. Weyerhaeuser disclaims any
responsibility for the foregoing information regarding the Company's director
compensation and benefits arrangements, as such information derives solely from
the Company's public filings.

To the extent the matters to be acted upon at the 2001 Annual Meeting may
have an effect on the consummation of the Offer and the Proposed Merger, certain
of the Weyerhaeuser Nominees may be deemed to have an interest in such matters
as a result of their ownership of Parent securities. Mr. Luthy owns 1,320 shares
of Parent common stock, options to purchase an additional 75,200 shares of
Parent common stock and 6,235 Parent common share equivalents. Mr. Lane owns 507
shares of Parent common stock. Mr. Creighton owns 29,283 shares of Parent common
stock and 34,093 Parent common share equivalents. Certain of Mr. Creighton's
shares are owned jointly with his spouse. None of the Weyerhaeuser Nominees owns
beneficially or of record any securities of the Company.

To the knowledge of Parent and the Purchaser, there are no material
proceedings in which any of the Weyerhaeuser Nominees or any of their associates
is a party adverse to the Company or any of its subsidiaries, or proceedings in
which such nominees or associates have a material interest adverse to the
Company or any of its subsidiaries. To the knowledge of Parent and the
Purchaser, no occupation or employment was carried on by any of the Weyerhaeuser
Nominees with the Company or any corporation or organization which is or was a
parent, subsidiary or other affiliate of the Company and none of the
Weyerhaeuser Nominees has ever served on the Company's Board of Directors.

Other than as disclosed in this Proxy Statement, to the knowledge of Parent
and the Purchaser, there are no arrangements or understandings between any of
the Weyerhaeuser Nominees and any other party pursuant to which any such nominee
was or is to be selected as a director or nominee.

To the knowledge of Parent and the Purchaser, none of the Weyerhaeuser
Nominees, their immediate family members, any corporation or organization of
which any of the Weyerhaeuser Nominees is an executive officer or partner, or
is, directly or indirectly, the beneficial owner of 10 percent or more of any
class of equity securities, or any trust or other estate in which any of the
Weyerhaeuser Nominees has a substantial beneficial interest or serves as a
trustee or in a similar capacity, has been indebted to the Company or its
subsidiaries at any time since January 1, 2000, in an amount in excess of
$60,000.

To the knowledge of Parent and the Purchaser, none of the Weyerhaeuser
Nominees nor any of their associates has received any cash compensation, cash
bonuses, deferred compensation, compensation pursuant to plans, or other
compensation, from, or in respect of, services rendered on behalf of the
Company, or is subject to any arrangement described in Item 402 of Regulation
S-K

under the Securities Act of 1933 ("Regulation S-K"). Other than as set forth
above, neither Parent nor the Purchaser is aware of any other arrangements
pursuant to which any director of the Company was to be compensated for services
during the Company's last fiscal year.

To the knowledge of Parent and the Purchaser, none of the relationships
regarding the Weyerhaeuser Nominees described under Item 404(b) of Regulation
S-K exists or has existed since January 1, 2000. To the knowledge of Parent and
the Purchaser, there are no relationships involving any of the Weyerhaeuser
Nominees or any of their associates, that would have required disclosure under
Item 402(j) of Regulation S-K had the Weyerhaeuser Nominees been directors of
the Company.

REASONS TO VOTE FOR THE WEYERHAEUSER NOMINEES

Weyerhaeuser urges all Shareholders to vote FOR the election of the
Weyerhaeuser Nominees. Set forth below are several reasons to vote FOR the
Weyerhaeuser Nominees.

- A VOTE FOR THE WEYERHAEUSER NOMINEES LETS THE COMPANY KNOW THAT YOU WANT
TO HAVE THE OPPORTUNITY TO ACCEPT THE OFFER.

Weyerhaeuser believes that the terms of the Offer and the Proposed
Merger are fair and generous to the Shareholders. In addition, Weyerhaeuser
believes that the Shareholders, as well as the Company's employees,
customers and suppliers and the communities and geographies in which the
Company operates, would benefit from the Offer and the Proposed Merger to a
greater extent than if the Company remains an independent entity. The
existing members of the Company's Board of Directors have recommended
against the Offer despite the fact that the $48.00 price to be paid in the
Offer represents a 38% premium to the $34.75 closing price on the New York
Stock Exchange on November 10, 2000, the last trading day before the
announcement of Weyerhaeuser's $48.00 cash proposal, and a premium of
approximately 60% to the average Share price for the 60 days prior to
November 10, 2000. The Company's Board of Directors, however, has taken
steps to impose transaction costs on companies seeking to acquire it, such
as Weyerhaeuser. Following the commencement of the Offer, the Company's
Board of Directors approved significant enhancements to the "golden
parachute" severance arrangements with a significant number of the Company's
highly paid employees. The Company has publicly disclosed that if all the
employees covered by such agreements were to cease employment with the
Company under the circumstances contemplated by the agreements, the total
amount payable would be approximately $60 million, exclusive of any
additional payments that may be necessary to cover excise tax liabilities in
connection with such payments. In addition, the Company has entered into
"golden parachute" severance arrangements with virtually all of its salaried
employees, for which it has not publicly disclosed the estimated costs, and
agreed to pay its financial adviser $30 million if no business combination
transaction involving the Company occurs prior to September 30, 2001 and a
potentially larger fee if a transaction is completed.

By voting for the Weyerhaeuser Nominees, Shareholders can demonstrate to
the other members of the Company's Board of Directors their support for the
proposed combination of the Company and Weyerhaeuser. We think the
Shareholders themselves should have the right to decide whether to accept
the Offer, and the Weyerhaeuser Nominees are expected to seek to influence
their fellow board members to let the Shareholders decide.

- A VOTE FOR THE WEYERHAEUSER NOMINEES WILL SEND A MESSAGE TO THE COMPANY
THAT YOU WANT THE COMPANY TO TAKE ACTION TO ELIMINATE OBSTACLES TO THE
OFFER.

Even if the Shareholders elect the Weyerhaeuser Nominees, the Purchaser
does not intend to consummate the Offer unless certain conditions to the
Offer are satisfied. These conditions include the redemption of the
Company's "poison pill" Rights and the removal of obstacles to the Proposed
Merger under the Oregon Control Share Act, the Oregon Business Combination
Statute

and the supermajority voting provisions of Article VI of the Company's
Restated Articles of Incorporation. See "Introduction" and Section 11 of the
Offer to Purchase. The Company's Board of Directors has the power to take
action to eliminate these obstacles to the Offer and the Proposed Merger.
Although the Weyerhaeuser Nominees, if elected, will not by themselves have
the power to cause the Company's Board of Directors to act to eliminate
these obstacles, subject to their fiduciary duties to the Company and the
Shareholders under applicable law, the Weyerhaeuser Nominees are expected to
seek to influence their fellow directors to do so. By voting for the
Weyerhaeuser Nominees, Shareholders can tell the other members of the
Company's Board of Directors that they should take such action. In addition,
if the Weyerhaeuser Nominees are elected and the Company's Board of
Directors continues to recommend rejection of the Offer and the Proposed
Merger, Weyerhaeuser will be in a position to nominate for election at the
Company's 2002 annual meeting additional individuals committed to maximizing
value for Shareholders who, together with the Weyerhaeuser Nominees, would
constitute a majority of the Company's Board of Directors.

YOU CAN TAKE SOME IMMEDIATE STEPS TO HELP OBTAIN THE MAXIMUM VALUE FOR YOUR
SHARES:

(1) SIGN, DATE AND RETURN YOUR GOLD PROXY CARD TODAY, VOTING FOR THE
ELECTION OF THE WEYERHAEUSER NOMINEES; AND

(2) MAKE YOUR VIEWS KNOWN TO THE COMPANY'S BOARD OF DIRECTORS.

BY TAKING THESE STEPS, YOU WILL GIVE THE COMPANY'S BOARD OF DIRECTORS A
CLEAR MESSAGE THAT THEY SHOULD TAKE ALL NECESSARY STEPS TO ALLOW YOU TO HAVE THE
OPPORTUNITY TO RECEIVE THE CONSIDERATION TO BE RECEIVED BY SHAREHOLDERS IN THE
OFFER AND THE PROPOSED MERGER.

A vote for the election of the Weyherhaeuser Nominees will not obligate you
to tender Shares in the Offer. It will help to give the Shareholders an
opportunity to decide for themselves whether to accept the Offer.

NOMINATION AND QUORUM REQUIREMENTS; VOTING PROCEDURES

The Company's By-laws require that any Shareholder wishing to nominate
persons for election as directors at an annual meeting must give the Company
written notice of such nominations, together with certain information regarding
the nominees and the nominating Shareholder. Generally, such notice must be
given not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting. On December 21, 2000,
Weyerhaeuser delivered to the Company the notice and information required by the
Company's By-laws with respect to its nomination of the Weyerhaeuser Nominees
for election at the 2001 Annual Meeting.

Pursuant to Article II, Section 5 of the Company's By-laws, election of the
Weyerhaeuser Nominees to the Company's Board of Directors requires the
affirmative vote of a plurality of the votes cast by the Company shares entitled
to vote at the 2001 Annual Meeting, provided that a quorum is present. The
presence in person or by proxy of holders of at least a majority of the Company
shares entitled to vote at the 2001 Annual Meeting will constitute a quorum.
Historically, the Company has considered shares represented at a meeting by
proxies reflecting "broker non-votes" or abstentions to be present for purposes
of its determination of whether or not a quorum is present at a meeting. Based
on publicly available information, Weyerhaeuser believes that the Company common
stock is the only class of voting shares of the Company and that all outstanding
Shares as of the close of business on the Record Date, which will be set by the
Company, other than Shares held by majority-owned subsidiaries of the Company
(as to which Section 60.227 of the OBCA and the Company's Articles of
Incorporation generally deny voting rights), will be entitled to vote at the
2001 Annual Meeting. Subject to the foregoing, each Share will be entitled to
one vote.

According to the Company's Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Commission on December 5, 2000 (the "Company
Schedule 14D-9"), as of November 30, 2000, there were outstanding 109,330,003
Shares. Assuming a quorum is present, the three nominees for Class A Director
and the single nominee for Class C Director who receive the most votes will be
elected. Information regarding the number of Shares beneficially owned by
beneficial owners of 5% or more of the Shares and the Company's directors and
executive officers is set forth on Schedule I hereto.

The accompanying GOLD proxy card will be voted in accordance with the
Shareholder's instructions on such GOLD proxy card. Shareholders may vote for
the election of the entire slate of Weyerhaeuser Nominees or may withhold their
votes by marking the proper box on the GOLD proxy card. Shareholders may also
withhold their votes from any one or more of the Weyerhaeuser Nominees by
marking the proper box and writing the name of any such Weyerhaeuser Nominee in
the space provided on the GOLD proxy card. Notwithstanding the foregoing,
Weyerhaeuser urges Shareholders to vote for all of the Weyerhaeuser Nominees on
the enclosed GOLD proxy card. If no direction is given, the enclosed GOLD proxy
card will be voted for the election of all of the Weyerhaeuser Nominees.

It is expected that the Weyerhaeuser Nominees will, subject to their
fiduciary duties, seek to cause the Company's Board of Directors to take all
such actions as may be necessary to facilitate the Offer and the Proposed
Merger. Even if the Weyerhaeuser Nominees are elected to the Company's Board of
Directors, they will not, acting alone, have the power to direct actions of the
Company since they will constitute less than a majority of the Company's Board
of Directors. However, Weyerhaeuser believes that election of the Weyerhaeuser
Nominees will facilitate the elimination of certain obstacles to the Offer and
the Proposed Merger.

ELECTION OF DIRECTORS IS BY PLURALITY VOTE. SHARES NOT VOTED, INCLUDING
"BROKER NON-VOTES", AND SHARES VOTED TO "ABSTAIN" FROM SUCH VOTE WILL NOT BE
TAKEN INTO ACCOUNT IN DETERMINING THE OUTCOME OF THE ELECTION OF DIRECTORS.

A VOTE FOR THE WEYERHAEUSER NOMINEES WILL NOT OBLIGATE YOU TO TENDER SHARES
IN THE OFFER, NOR IS THE GRANT OF A PROXY TO WEYERHAEUSER A CONDITION TO
TENDERING SHARES IN THE OFFER. A VOTE FOR THE WEYERHAEUSER NOMINEES WILL HELP TO
GIVE THE SHAREHOLDERS AN OPPORTUNITY TO DECIDE FOR THEMSELVES WHETHER TO ACCEPT
THE OFFER.

WEYERHAEUSER STRONGLY RECOMMENDS A VOTE FOR THE WEYERHAEUSER NOMINEES.

VOTING YOUR SHARES

YOU MAY VOTE ON THE GOLD PROXY CARD EVEN IF YOU HAVE PREVIOUSLY VOTED A
PROXY PROVIDED TO YOU BY THE COMPANY'S BOARD OF DIRECTORS. YOU HAVE EVERY LEGAL
RIGHT TO CHANGE YOUR VOTE--ONLY YOUR LATEST-DATED PROXY COUNTS.

IF YOU HOLD YOUR SHARES IN THE NAME OF ONE OR MORE BROKERAGE FIRMS, BANKS OR
NOMINEES, ONLY THEY CAN EXERCISE VOTING RIGHTS WITH RESPECT TO YOUR SHARES AND
ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, IT IS CRITICAL
THAT YOU PROMPTLY CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE
INSTRUCTIONS TO VOTE THE GOLD PROXY CARD FOR THE ELECTION OF THE WEYERHAEUSER
NOMINEES.

EXECUTION AND DELIVERY OF A PROXY BY A RECORD HOLDER OF SHARES WILL BE
PRESUMED TO BE A PROXY WITH RESPECT TO ALL SHARES HELD BY SUCH RECORD HOLDER ON
THE RECORD DATE UNLESS THE PROXY SPECIFIES OTHERWISE. THE COMPANY HAS NOT YET
SET THE RECORD DATE.

ONLY HOLDERS OF RECORD AS OF THE RECORD DATE WILL BE ENTITLED TO VOTE. IF
YOU ARE A SHAREHOLDER OF RECORD AT THE CLOSE OF BUSINESS ON THE RECORD DATE, YOU
WILL RETAIN YOUR VOTING RIGHTS FOR THE 2001 ANNUAL MEETING EVEN IF YOU SELL YOUR
SHARES AFTER THE RECORD DATE. ALSO, THE TENDER OF SHARES PURSUANT TO THE OFFER
DOES NOT CONSTITUTE THE GRANT TO THE PURCHASER OF A PROXY OR ANY VOTING RIGHTS
WITH RESPECT TO THE TENDERED SHARES UNTIL SUCH TIME AS SUCH SHARES ARE ACCEPTED
FOR PAYMENT BY THE PURCHASER. ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE THE
SHARES HELD BY YOU ON THE RECORD DATE, OR GRANT A PROXY TO VOTE SUCH SHARES ON
THE GOLD PROXY CARD, EVEN IF YOU SELL OR TENDER YOUR SHARES AFTER THE RECORD
DATE.

YOUR PROXY IS IMMEDIATELY REVOCABLE, AND YOU MAY REVOKE YOUR PROXY AT ANY
TIME PRIOR TO ITS EXERCISE BY ATTENDING THE 2001 ANNUAL MEETING AND VOTING IN
PERSON (ALTHOUGH ATTENDANCE AT THE 2001 ANNUAL MEETING WILL NOT IN AND OF ITSELF
CONSTITUTE REVOCATION OF A PROXY), BY GIVING ORAL NOTICE OF REVOCATION OF YOUR
PROXY AT THE 2001 ANNUAL MEETING, OR BY DELIVERING A WRITTEN NOTICE OF
REVOCATION OR A DULY EXECUTED PROXY RELATING TO THE MATTERS TO BE CONSIDERED AT
THE 2001 ANNUAL MEETING AND BEARING A LATER DATE TO THE SECRETARY OF THE COMPANY
AT 1300 SOUTHWEST FIFTH AVENUE, SUITE 3800, PORTLAND, OREGON 97201. UNLESS
REVOKED IN THE MANNER SET FORTH ABOVE, PROXIES IN THE FORM ENCLOSED WILL BE
VOTED AT THE 2001 ANNUAL MEETING FOR THE ELECTION OF DIRECTORS IN ACCORDANCE
WITH YOUR INSTRUCTIONS. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH PROXIES WILL
BE VOTED FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES (INCLUDING ANY
SUBSTITUTES IF ANY WEYERHAEUSER NOMINEE IS UNABLE TO SERVE OR FOR GOOD REASON
WILL NOT SERVE). IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE 2001
ANNUAL MEETING, SUCH PROXIES WILL BE VOTED ON SUCH MATTERS AS PARENT, IN ITS
SOLE DISCRETION AND CONSISTENT WITH THE FEDERAL PROXY RULES, MAY DETERMINE.

YOUR VOTE IS IMPORTANT.

WE URGE YOU TO VOTE FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES BY
SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY CARD TODAY.

IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF THE COMPANY,
YOU MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES
BY SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY CARD.

If you have any questions about the voting of Shares please call:

INNISFREE M&A INCORPORATED
CALL TOLL-FREE: (877) 750-5838
Banks and Brokers Call Collect: (212) 750-5833

INFORMATION ABOUT PARTICIPANTS

The Purchaser was organized in 2000 under the laws of the State of
Washington for the purpose of engaging in a business combination with the
Company. The Purchaser is a wholly owned subsidiary of Parent. The Purchaser has
not, and is not expected to, engage in any business other than in connection
with its organization, the Offer and the Proposed Merger. Its principal
executive offices and telephone number are the same as those of Parent.

Parent was organized in 1900 under the laws of the State of Washington. Its
principal executive offices are located at 33663 Weyerhaeuser Way South, Federal
Way, Washington 98003 and its telephone number is (253) 924-2345. Parent is
principally engaged in the growing and harvesting of timber and the manufacture,
distribution and sale of forest products, real estate development and
construction, and other real estate related activities.

Parent is subject to the informational filing requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, is required to file periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Information regarding the public reference facilities may be obtained from the
Commission by telephoning 1-800-SEC-0330. The Company's filings are also
available to the public on the Commission's Internet site (http://www.sec.gov).
Copies of such materials may also be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Copies of many of the items filed with the Commission and
other information concerning Parent are available for inspection at the offices
of the New York Stock Exchange, Inc. located at 20 Broad Street, 7th Floor, New
York, New York 10005.

Information regarding directors, executive officers and employees of Parent
or the Purchaser and other representatives of Weyerhaeuser who may solicit
proxies or assist in the solicitation of proxies is set forth on Schedule II
hereto.

To the extent the matters to be acted upon at the 2001 Annual Meeting may
have an effect on the consummation of the Offer and the Proposed Merger, Parent
and the Purchaser may be deemed to have an interest in such matters as a result
of (1) their collective ownership of 1,000 Shares, (2) the Purchaser being the
offeror in the Offer and (3) Parent and the Purchaser being proposed parties to
the Proposed Merger. For more detailed information regarding the directors and
executive officers of Parent and the Purchaser and transactions involving
Company securities since January 1, 1999 by Parent, the Purchaser, the
individuals named on Schedule II and the Weyerhaeuser Nominees, see Schedule II
of this Proxy Statement.

In connection with his past employment with the Company, Steven R. Rogel,
Chairman of the Board of Directors, President and Chief Executive Officer of
Parent and President of the Purchaser, receives payments from the Company. In
1999, he received deferred compensation payments of $234,602 and pension
payments of $160,425 from the Company. In 2000, Mr. Rogel received deferred
compensation payments of $252,111 and pension payments of $140,748.

Except as set forth in this Proxy Statement, none of Parent or the Purchaser
or, to the knowledge of Parent and the Purchaser, any of the individuals
identified in Schedule II, the Weyerhaeuser Nominees, or any associates or
immediate family members of the foregoing persons has had or will have a direct
or indirect material interest in any transaction or series of similar
transactions since January 1, 2000, or any currently proposed transaction or
series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party in which the amount involved exceeds $60,000.

Except as set forth in this Proxy Statement, none of Parent or the Purchaser
or, to the knowledge of Parent and the Purchaser, any of the individuals
identified in Schedule II, the Weyerhaeuser Nominees, or any associates of the
foregoing persons has any arrangement or understanding with any person with
respect to any future employment by the Company or its affiliates or with
respect to any future transactions to which the Company or any of its affiliates
will or may be a party.

CERTAIN TRANSACTIONS BETWEEN PARENT AND THE COMPANY

In the ordinary course of business, Parent purchases a variety of products
and services from the Company and sells a variety of products to the Company. In
1999, the principal products purchased by Parent from the Company were paper and
pulp, building materials, logs and timber and recycled fiber, and aggregate
payments by Parent to the Company were approximately $77.2 million. In 2000, the
principal products purchased by Parent from the Company were paper and pulp,
building materials, logs and timber and recycled fiber, and aggregate payments
by Parent to the Company were approximately $91.1 million.

In 1999, the principal products sold by Parent to the Company consisted of
containerboard, logs and wood products, and aggregate sales to the Company were
approximately $63.2 million. In 2000, the principal products sold by Parent to
the Company consisted of containerboard, logs, pulp and wood products, and
aggregate sales by Parent to the Company were approximately $72.3 million.

In connection with the Offer, Parent and the Purchaser have reviewed, and
will continue to review, on the basis of publicly available information, various
possible business strategies that they might consider in the event that they
acquire control of the Company. In addition, if and to the extent that Parent
and the Purchaser acquire control of the Company or otherwise obtain access to
the books and records of the Company, Parent and the Purchaser intend to conduct
a detailed review of the Company and its assets, financial projections,
corporate structure, dividend policy, capitalization, operations, properties,
policies, management and personnel and consider and determine what, if any,
changes would be desirable in light of the circumstances that then exist. Such
strategies could include, and Parent and the Purchaser reserve the right, should
they obtain control of the Company, to make, among other things, changes in the
Company's business, facility locations, corporate structure, marketing
strategies, capitalization, management or dividend policy.

SOLICITATION OF PROXIES

Proxies will be solicited by mail, telephone, facsimile or telegram, in
person and by advertisement. Information regarding directors, executive officers
and employees of Parent or the Purchaser and other representatives of
Weyerhaeuser who may solicit proxies or assist in the solicitation of proxies is
set forth on Schedule II hereto. Except as set forth herein, none of Parent or
the Purchaser, or to the best knowledge of Parent and the Purchaser, any of the
Weyerhaeuser Nominees or the persons listed in Schedule II hereto, has any
substantial interest in any matter to be acted upon at the 2001 Annual Meeting.

Parent has retained Innisfree M&A Incorporated ("Innisfree") for
solicitation and advisory services in connection with solicitations relating to
the 2001 Annual Meeting, for which Innisfree is to receive a fee of $350,000 and
reimbursement of reasonable out-of-pocket expenses, and in connection with other
proxy solicitations relating to the Offer and the Proposed Merger. Parent also
has agreed to indemnify Innisfree against certain liabilities and expenses,
including liabilities and expenses under the federal securities laws. Innisfree
will solicit proxies for the 2001 Annual Meeting from individuals, brokers,
banks, bank nominees and other institutional holders. It is anticipated that
Innisfree will employ approximately 100 persons to solicit Shareholders for the
2001 Annual Meeting. Innisfree also is acting as Information Agent in connection
with the Offer and the Proposed Merger, for which Innisfree will be paid
customary compensation in addition to reimbursement of reasonable out-of-pocket
expenses.

Morgan Stanley & Co. Incorporated ("Morgan Stanley") is acting as financial
advisor to Parent in connection with its effort to acquire the Company and is
acting as the Dealer Manager in connection with the Offer. Parent has agreed to
pay Morgan Stanley a transaction fee of up to $26,400,000 in connection with the
Offer and the Proposed Merger, (1) $8,800,000 of which has been paid, (2) an
additional $8,800,000 of which is payable upon the acquisition by Parent of more
than 50% of the equity interests of the Company and (3) the remainder of which
is payable upon the acquisition by Parent of more than 80% of the equity
interests of the Company or control of the Company's Board of Directors. Parent
also has agreed to reimburse Morgan Stanley for its expenses, including the fees
of its outside counsel, incurred in connection with its engagement, and to
indemnify Morgan Stanley and certain related persons against certain liabilities
and expenses in connection with their engagement, including certain liabilities
under the federal securities laws.

In connection with Morgan Stanley's engagement as financial advisor, Parent
anticipates that certain employees of Morgan Stanley may communicate in person,
by telephone or otherwise with a limited number of institutions, brokers or
other persons who are Shareholders for the purpose of assisting in the
solicitation of proxies for the 2001 Annual Meeting. Morgan Stanley will not
receive any fee for or in connection with such solicitation activities apart
from the fees which it may otherwise be entitled to receive as described above.

Morgan Stanley and its affiliates render various investment banking and
other advisory services to Parent and its affiliates and are expected to
continue to render such services, for which they have received and expect to
continue to receive customary compensation from Parent and its affiliates.

The entire expense of soliciting proxies for the 2001 Annual Meeting is
being borne by Parent. Parent will not seek reimbursement for such expenses from
the Company. Costs of this solicitation of proxies (excluding costs relating to
the Offer and the Proposed Merger) are expected to be approximately $1,750,000.
Total costs incurred to date in furtherance of or in connection with the
solicitation of proxies (excluding costs relating to the Offer and the Proposed
Merger) are approximately $150,000.

OTHER MATTERS AND ADDITIONAL INFORMATION

Weyerhaeuser is not aware of any other substantive matter to be considered
at the 2001 Annual Meeting. However, if any other matter properly comes before
the 2001 Annual Meeting, Weyerhaeuser will vote all proxies held by it in
accordance with its best judgment and consistent with the federal proxy rules.

The information concerning the Company contained in this Proxy Statement and
the Schedules attached hereto has been taken from, or is based upon, publicly
available information. Although Weyerhaeuser does not have any information that
would indicate that any information contained in this Proxy Statement that has
been taken from such documents is inaccurate or incomplete, neither Parent nor
the Purchaser takes any responsibility for the accuracy or completeness of such
information. To date, Weyerhaeuser has had only limited access to the books and
records of the Company.

Shareholders will have no dissenters' rights with respect to the election of
directors at the 2001 Annual Meeting.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

As of the date hereof, the Company has not disclosed the dates prior to
which notices of nominations for election to the Company's Board of Directors or
Shareholder proposals in respect of the Company's 2002 annual meeting of
Shareholders must be delivered to the Company. Weyerhaeuser believes that, in
determining these dates, the following principles will apply:

- Under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, in
order for Shareholder proposals to be considered for inclusion in the
Company's proxy statement for the 2002 annual meeting of Shareholders,
such proposals must be received by the Secretary of the

Company at 1300 Southwest Fifth Avenue, Suite 3800, Portland, Oregon
97201, not less than 120 calendar days prior to the date of the proxy
statement released by the Company in connection with the 2001 Annual
Meeting. If an annual meeting is not held in 2001 or the date of the 2002
annual meeting varies by more than 30 days from the date of the 2001
Annual Meeting, the Company will be required to establish a deadline a
reasonable time prior to printing and mailing its proxy materials for the
2002 annual meeting.

- Under Section 9 of the Company's Restated By-laws, for notices of
nominations or other business to be properly brought before an annual
meeting, notice must be given not less than 90 days nor more than 120 days
prior to the first anniversary of the preceding year's annual meeting;
PROVIDED, HOWEVER, that in the event that the date of the annual meeting
is advanced by more than twenty days, or delayed by more than seventy
days, from such anniversary date, notice by the Shareholder to be timely
must be delivered not earlier than the one hundred twentieth day prior to
such annual meeting and not later than the close of business on the later
of the ninetieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting
is first made.

Further information regarding the applicable dates for nominations of
directors and Shareholder proposals will be contained in the Company's proxy
statement for the 2001 Annual Meeting.

* * *

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU HAVE ALREADY SENT A PROXY TO
THE BOARD OF DIRECTORS OF THE COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR
THE ELECTION OF THE WEYERHAEUSER NOMINEES BY SIGNING, DATING AND MAILING THE
ENCLOSED GOLD PROXY CARD.

This Proxy Statement is neither a request for the tender of Shares nor an
offer with respect thereto. The Offer is made only by means of the Offer to
Purchase and the related Letter of Transmittal.

By voting for the election of the Weyerhaeuser Nominees, a Shareholder is
not required to tender Shares in the Offer and would not be prohibited from
later voting against a proposed business combination with Weyerhaeuser.

WEYERHAEUSER COMPANY
COMPANY HOLDINGS, INC.

February 9, 2001

SCHEDULE I
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY

According to the Company Schedule 14D-9, as of November 30, 2000, there were
outstanding 109,330,003 Shares. According to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999, there were 3,280,686 Shares
issuable pursuant to employee stock options outstanding as of December 31, 1999.

Based upon Weyerhaeuser's review of publicly available Commission filings,
to Weyerhaeuser's knowledge, the shareholders set forth below beneficially owned
as of the dates indicated, more than five percent of the outstanding Shares.
Based upon Weyerhaeuser's review of publicly available Commission filings, to
Weyerhaeuser's knowledge, the executive officers and directors of the Company
beneficially owned as of the dates indicated, the number of Shares set forth
below:

5% BENEFICIAL OWNERS

SHARES OF
COMMON STOCK NATURE OF PERCENT OF
BENEFICIALLY BENEFICIAL OUTSTANDING
NAME AND ADDRESS OWNED OWNERSHIP(A) COMMON STOCK
---------------- ------------ -------------------------------- ------------

Maurie D. Clark*................ 3,387,110 Sole Voting and Disposition 3.03%
Suite 600 4,737,307 Shared Voting and Disposition 4.24%
1211 S.W. Fifth Avenue 8,124,417 Total 7.28%
Portland, OR 97204

William Swindells**............. 2,299,904 Sole Voting and Disposition(e) 2.10%
1300 S.W. Fifth Avenue 2,426,568 Shared Voting and Disposition 2.21%
Portland, OR 97201 4,726,472 Total 4.31%

Wells Fargo & Company***........ 3,434,009 Sole Voting 3.08%
420 Montgomery Street 6,321,284 Shared Voting 5.66%
San Francisco, CA 94104 22,980 Sole Disposition 0.02%
15,109,412 Shared Disposition 13.54%
15,148,317 Total 13.58%

------------------------

* As of January 31, 2000

** As of November 30, 2000

*** As of December 31, 1999

I-1

DIRECTORS AND EXECUTIVE OFFICERS

PERCENT OF
OUTSTANDING
SHARES OF COMMON STOCK COMMON
NAME BENEFICIALLY OWNED(A) STOCK(G)
---- ---------------------- -----------

Winslow H. Buxton....................................... 3,399(b)(e) 0.00%
Marvin D. Cooper........................................ 79,544(b)(c) 0.07%
Gerard K. Drummond...................................... 9,600(e) 0.01%
Greg W. Hawley.......................................... 10,014(d) 0.01%
Kenneth W. Hergenhan.................................... 6,772(e) 0.01%
William P. Kinnune...................................... 205,923(d)(f) 0.19%
Duane C. McDougall...................................... 94,877(b)(d) 0.09%
Michael R. Onustock..................................... 103,851(c)(f) 0.09%
G. Joseph Prendergast................................... 6,900(e) 0.01%
Stuart J. Shelk, Jr..................................... 1,684,515(b)(e) 1.54%
Robert M. Smelick....................................... 9,600(e) 0.01%
William Swindells....................................... 4,726,472(b)(e) 4.31%
Michael G. Thorne....................................... 800 0.00%
Benjamin R. Whiteley.................................... 13,100(e) 0.01%
All directors and executive officers as a group (15
persons).............................................. 6,864,500(b)(c)(d)(e)(f) 6.25%

------------------------

(a) As of November 30, 2000, for all individuals other than the following
individuals, for whom information is as of January 31, 2000:
Messrs. Marvin D. Cooper, William P. Kinnune and Michael R. Onustock. Shares
and options are included in table as "beneficially owned" if the person
named has or shares the right to vote or direct the voting of or the right
to dispose or direct the disposition of such shares or options. Inclusion of
shares or options in the table does not necessarily imply that the persons
named receive the economic benefits of the shares so listed.

(b) Includes shares as to which the individual shares voting and dispositive
power as follows: Mr. Winslow H. Buxton, 1,000 shares; Mr. Marvin D. Cooper,
400 shares; Mr. Duane C. McDougall, 32 shares; Mr. Stuart J. Shelk, Jr.,
18,120 shares; and Mr. William Swindells, 2,426,568 shares.

(c) Includes shares subject to options exercisable within 60 days after
January 31, 2000 under the Company's 1995 Long-Term Incentive Compensation
Plan (the "1995 Plan") and its 1986 Stock Option and Stock Appreciation
Rights Plan (the "1986 Plan") as follows: Mr. Marvin D. Cooper, 49,813
shares; Mr. William P. Kinnune, 63,174 shares; and Mr. Michael R. Onustock,
52,867 shares.

(d) Includes shares subject to options exercisable within 60 days after
November 30, 2000, under the 1995 Plan and the 1986 Plan as follows:
Mr. Greg W. Hawley, 8,543 shares and Mr. Duane C. McDougall, 72,486 shares.

(e) Includes shares subject to options exercisable within 60 days after
November 30, 2000, under the non-employee director provisions of the 1995
Plan as follows: Mr. Winslow H. Buxton, 1,067 shares; Messrs. Gerard
K. Drummond, Stuart J. Shelk, Jr., Robert M. Smelick and Benjamin
R. Whiteley, 5,600 shares each; Messrs. Kenneth W. Hergenhan and G. Joseph
Prendergast, 4,400 shares each and Mr. William Swindells, 3,200 shares. In
the case of Mr. William Swindells, includes an additional 251,330 shares
subject to options exercisable within 60 days after November 30, 2000.

(f) Includes restricted shares of Company common stock awarded pursuant to the
1995 Plan, as to which the individual has sole voting and shared dispositive
power, as follows: Mr. William P. Kinnune, 1,680 shares; Mr. Michael R.
Onustock, 1,394 shares; and all executive officers as a group, 3,074 shares.

(g) Percentage calculations based on 109,330,003 shares outstanding as of
November 30, 2000, as adjusted pursuant to Securities Exchange Act of 1934
Rule 13d-3(d).

Executive officers and directors of the Company may own more Shares on the
Record Date as a result of their acquisition of Shares in the open market, the
issuance of additional Shares under the 1995 Plan or the 1986 Plan, compensation
under the Company's 1999 Deferred Compensation Plan for Directors or the
exercise of stock options which were outstanding on or may have been granted
after the dates referred to in such filings. Additional information relating to
the number of Shares beneficially owned by executive officers and directors of
the Company should be contained in the Company's proxy statement for the 2001
Annual Meeting.

None of the Weyerhaeuser Nominees owns beneficially or of record any
securities of the Company.

I-2

SCHEDULE II

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF PARENT AND THE PURCHASER AND CERTAIN EMPLOYEES AND OTHER
REPRESENTATIVES OF PARENT AND THE PURCHASER

DIRECTORS AND EXECUTIVE OFFICERS OF PARENT

The following table sets forth the name and present principal occupation or
employment of each director and executive officer of Parent. Unless otherwise
indicated, the positions identified below are held with Parent. The business
address of each such person is c/o Weyerhaeuser Company, 33663 Weyerhaeuser Way
South, Federal Way, Washington 98003 and the telephone number of each such
person is (253) 924-2345. Each person listed below is a citizen of the United
States, except that Messrs. Gaynor and Langbo are citizens of both the United
States and Canada and Messrs. Haskayne and Mazankowski are citizens of Canada.

NAME PRESENT OFFICE WITH PARENT OR OTHER PRINCIPAL OCCUPATION
---- -------------------------------------------------------------------

William R. Corbin................. Executive Vice President, Wood Products.

W. John Driscoll.................. Director. Chairman of Rock Island Company, a private investment
company, until his retirement in 1994.

C. William Gaynor................. Senior Vice President, Canada, and President and Chief Executive
Officer of Weyerhaeuser Company Limited, a wholly owned subsidiary
of Parent.

Richard C. Gozon.................. Executive Vice President, Pulp, Paper and Packaging.

Richard E. Hanson................. Senior Vice President, Timberlands.

Richard F. Haskayne............... Director. Chairman of TransCanada PipeLines Limited (gas
transmission, marketing and processing).

Robert J. Herbold................. Director. Executive Vice President and Chief Operating Officer of
Microsoft Corporation (software).

Steven R. Hill.................... Senior Vice President, Human Resources.

Mack L. Hogans.................... Senior Vice President, Corporate Affairs.

Martha R. Ingram.................. Director. Chairman of Ingram Industries Inc. (book distribution,
inland barging and insurance).

John I. Kieckhefer................ Director. President of Kieckhefer Associates, Inc. (investment and
trust management).

Arnold G. Langbo.................. Director. Chairman of Kellogg Company (cereal products) until his
retirement in 2000.

Donald F. Mazankowski............. Director. Business consultant and Member of Parliament, Government
of Canada, from 1968 to 1993.

Steven R. Rogel................... Chairman of the Board of Directors, President and Chief Executive
Officer.

William D. Ruckelshaus............ Director. Principal in Madrona Investment Group, L.L.C., an
investment company, and a strategic partner in the Madrona Venture
Fund.

II-1

NAME PRESENT OFFICE WITH PARENT OR OTHER PRINCIPAL OCCUPATION
---- -------------------------------------------------------------------

Richard H. Sinkfield.............. Director. Senior partner in the law firm of Rogers and Hardin.

Kenneth J. Stancato............... Vice President and Corporate Controller.

William C. Stivers................ Executive Vice President and Chief Financial Officer.

James N. Sullivan................. Director. Vice-chairman of the board of Chevron Corporation
(international oil company) until his retirement in 2000.

George H. Weyerhaeuser, Jr........ Senior Vice President, Technology.

Clayton K. Yeutter................ Director. Counsel to the law firm of Hogan & Hartson.

DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER

The following table sets forth the name and position of each director and
executive officer of the Purchaser. Each such person is a full-time employee of
Parent. The business address of each such person is c/o Weyerhaeuser Company,
33663 Weyerhaeuser Way South, Federal Way, Washington 98003 and the telephone
number of each such person is (253) 924-2345. Each person listed below is a
citizen of the United States.

NAME PRESENT OFFICE WITH THE PURCHASER (PRESENT PRINCIPAL EMPLOYMENT)
---- -------------------------------------------------------------------

Robert A. Dowdy................... Vice President and General Counsel. (Vice President and General
Counsel of Parent)

Claire S. Grace................... Director and Secretary. (Corporate Secretary and Assistant General
Counsel of Parent)

Jeffrey W. Nitta.................. Director and Assistant Treasurer. (Assistant Treasurer of Parent)

Larry W. Pollock.................. Vice President and Assistant Secretary. (Vice President and
Director of Taxes of Parent)

Steven R. Rogel................... President. (Chairman of the Board, President and Chief Executive
Officer of Parent)

Richard J. Taggart................ Vice President and Treasurer. (Vice President and Treasurer of
Parent)

CERTAIN EMPLOYEES OF PARENT WHO MAY ALSO SOLICIT PROXIES

The following table sets forth the name and present principal occupation or
employment of certain employees of Parent who may also solicit proxies. The
business address of each such person is c/o Weyerhaeuser Company, 33663
Weyerhaeuser Way South, Federal Way, Washington 98003 and the telephone number
of each such person is (253) 924-2345. Each person listed below is a citizen of
the United States.

NAME PRESENT OFFICE WITH PARENT
------------------------------------------ -------------------------------------------------------------------

Kathryn F. McAuley........................ Managing Director of Investor Relations.

II-2

OTHER REPRESENTATIVES

Although Morgan Stanley & Co. Incorporated does not admit that it or any of
its directors, officers, employees or affiliates is a "participant", as defined
in Schedule 14A promulgated under the Securities Exchange Act of 1934, as
amended, by the Securities and Exchange Commission, or that Schedule 14A
requires the disclosure of certain information concerning them, the following
employees of Morgan Stanley & Co. Incorporated may assist Parent and the
Purchaser in the solicitation of proxies. The business address of each such
person is c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New
York 10036 and the telephone number of each such person is (212) 761-4000. Each
person listed below is a citizen of the United States.

NAME TITLE
------------------------------------------ -------------------------------------------------------------------

Lisa Eyles Beeson......................... Principal.

Joseph Messina............................ Associate.

Peter Pashigian........................... Vice President.

Joseph Rault.............................. Managing Director.

Marko Remec............................... Managing Director.

INTERESTS OF NAMED INDIVIDUALS

To the extent the matters to be acted upon at the 2001 Annual Meeting may
have an effect on the consummation of the Offer and the Proposed Merger, the
individuals identified in this Schedule II may be deemed to have an interest in
such matters as a result of (i) their beneficial ownership of shares of the
Company's common stock, par value $0.50 per share (the "Company Common Shares");
and (ii) their beneficial ownership of Parent's common shares, par value $1.25
per share (the "Parent Common Shares"), exchangeable shares of Weyerhaeuser
Company Limited ("Exchangeable Shares") and options ("Parent Options") to
purchase Parent Common Shares. Additional information with respect to these
items is set forth below.

1. COMPANY SECURITIES Each of Parent and the Purchaser is the record holder
of 500 Company Common Shares. On October 30, 2000, the Purchaser acquired 1,000
Company Common Shares for $35.25 per share in an open market transaction
executed on the New York Stock Exchange. On November 21, 2000, the Purchaser
transferred 500 Company Common Shares to Parent. Steven R. Rogel, Chairman of
the Board of Directors, President and Chief Executive Officer of Parent and
President of the Purchaser, is the beneficial owner of 56,324 Company Common
Shares. On October 20, 2000, an investment advisor purchased 1,000 Company
Common Shares for an investment account of Martha R. Ingram, a member of
Parent's board of directors, at a price of $29.13 per share in an open market
purchase. The investment advisor who manages Ms. Ingram's account has complete
investment discretion over the account under a pre-existing contract and does
not consult Ms. Ingram regarding, and Ms. Ingram does not have or exercise any
influence over, individual transactions in the account. No part of the purchase
price or market value of any of the Company Common Shares described in this
paragraph is represented by funds borrowed or otherwise obtained for the purpose
of acquiring or holding such securities.

II-3

2. PARENT SECURITIES

PARENT COMMON
SHARES AND PARENT
EXCHANGEABLE COMMON SHARE PARENT
NAME AND TITLE SHARES(1) EQUIVALENTS(2) OPTIONS(3)
-------------- ------------- -------------- ----------

William R. Corbin (Executive Vice President, Wood
Products)............................................. 4,045 14,141 202,890
Robert A. Dowdy (Vice President and General Counsel of
the Purchaser)........................................ 2,424 3,561 70,354
W. John Driscoll (Director)............................. 3,904,064 2,107 --
C. William Gaynor (Senior Vice President, Canada)....... 1,674 -- 32,819
Richard C. Gozon (Executive Vice President, Pulp, Paper
and Packaging)........................................ 30,448 14,895 202,890
Claire S. Grace (Director and Secretary of the
Purchaser)............................................ 282 -- 3,270
Richard E. Hanson (Senior Vice President,
Timberlands).......................................... 4,787 10,690 72,668
Richard F. Haskayne (Director).......................... 3,000 1,082 4,629
Robert J. Herbold (Director)............................ 200 1,272 --
Steven R. Hill (Senior Vice President, Human
Resources)............................................ 9,307 -- 106,580
Mack L. Hogans (Senior Vice President, Corporate
Affairs).............................................. 3,626 4,181 86,810
Martha R. Ingram (Director)............................. 263,048 1,460 --
John I. Kieckhefer (Director)........................... 4,481,928 11,034 --
Arnold G. Langbo (Director)............................. 200 1,701 --
Donald F. Mazankowski (Director)........................ 400 3,329 --
Kathryn F. McAuley (Managing Director of Investor
Relations)............................................ 600 -- --
Jeffrey W. Nitta (Director and Assistant Treasurer of
the Purchaser)........................................ 3,061 -- 16,205
Larry W. Pollock (Vice President and Assistant Secretary
of the Purchaser)..................................... 362 3,622 54,495
Steven R. Rogel (Chairman of the Board of Directors,
President and Chief Executive Officer)................ 1,064 56,977 535,000
William D. Ruckelshaus (Director)....................... 1,600 5,633 --
Richard H. Sinkfield (Director)......................... 500 3,222 --
Kenneth J. Stancato (Vice President and Controller)..... 14,042 8,539 62,983
William C. Stivers (Executive Vice President and Chief
Financial Officer).................................... 15,400 11,977 124,600
James N. Sullivan (Director)............................ 1,000 2,864 --
Richard J. Taggart (Vice President and Treasurer of the
Purchaser)............................................ 3,624 5,180 40,372
George H. Weyerhaeuser, Jr. (Senior Vice President,
Technology)........................................... 173,640 -- 92,460
Clayton K. Yeutter (Director)........................... 500 1,635 --

------------------------

(1) As of January 3, 2001. Includes Parent Common Shares held in benefit plans
as of December 29, 2000.

(2) Parent Common Share Equivalents held under the Fee Deferral Plan for
Directors, the Incentive Compensation Plan for Executive Officers and
performance share plans and deferred compensation plans for employees, as of
December 3, 2000.

(3) Includes both vested and unvested options to acquire Parent Common Shares,
as of January 2, 2001.

II-4

ADDITIONAL INFORMATION

Other than as disclosed in this proxy statement, none of Parent, the
Purchaser, or, to the knowledge of Parent and the Purchaser, any of the
individuals identified in this Schedule II, the Weyerhaeuser Nominees, or, with
respect to clause (3), any of their respective associates: (1) owns
beneficially, directly or indirectly, or of record but not beneficially, any
securities of the Company, nor has any such person purchased or sold any
securities of the Company since January 1, 1999; (2) owns beneficially, directly
or indirectly, or of record but not beneficially, any securities of any parent
or subsidiary of the Company; or (3) is, or was since January 1, 2000, a party
to any contract, arrangement or understanding with any person with respect to
any securities of the Company, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies.

II-5

IMPORTANT

Tell your Board what you think! Your vote is important. No matter how many
Shares you own, please give Weyerhaeuser your proxy FOR the election of the
Weyerhaeuser Nominees as directors by taking three steps:

1. SIGNING the enclosed GOLD proxy card.

2. DATING the enclosed GOLD proxy card.

3. MAILING the enclosed GOLD proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States).

If you hold your Shares in the name of one or more brokerage firms, banks or
nominees, only they can exercise voting rights with respect to your Shares and
only upon receipt of your specific instructions. Accordingly, it is critical
that you promptly contact the person responsible for your account and give
instructions to vote the GOLD proxy card FOR the election of the Weyerhaeuser
Nominees as directors.

If you have any questions or require any assistance in voting your Shares,
please call:

[INNISFREE M&A INCORPORATED LOGO]

501 Madison Avenue, 20th Floor
New York, NY 10022

CALL TOLL-FREE: (877) 750-5838
Banks and Brokers Call Collect: (212) 750-5833

PROXY FOR 2001 ANNUAL MEETING OF SHAREHOLDERS OF WILLAMETTE INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF WEYERHAEUSER COMPANY AND COMPANY HOLDINGS,
INC.

The undersigned hereby appoints Robert A. Dowdy and Claire S. Grace and each
of them, with full power of substitution, as proxies of the undersigned to
represent and to vote all shares of common stock, par value $0.50 per share, of
Willamette Industries, Inc., an Oregon corporation (the "Company"), which the
undersigned is entitled to vote at the 2001 Annual Meeting of the Company's
shareholders or at any adjournments, postponements or reschedulings thereof (the
"2001 Annual Meeting") as follows:

1. To elect as Class A Directors for a term of three years the nominees
listed below:

Thomas M. Luthy, Robert C. Lane and Evelyn Cruz Sroufe

/ / FOR all nominees / / WITHHOLD authority
for all nominees

/ / FOR all nominees listed above, except vote
withheld from the following nominee(s):
--------------------------------------------------

WEYERHAEUSER STRONGLY RECOMMENDS A VOTE FOR ALL NOMINEES.

2. To elect John W. Creighton, Jr., as a Class C Director for a term of two
years

/ / FOR / / WITHHOLD authority

WEYERHAEUSER STRONGLY RECOMMENDS A VOTE FOR THE NOMINEE.

3. In their discretion, the proxies are authorized to vote (1) for the
election of any replacement nominee for a nominee for whom the undersigned voted
if the original nominee is unable to serve or for good reason will not serve and
(2) upon such other business as may properly come before the meeting other than
the items set forth above.

(Continued and to be dated and signed on reverse side.)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR AN ITEM, THIS PROXY WILL BE
VOTED "FOR" THAT ITEM.

The undersigned hereby acknowledges receipt of the Proxy Statement dated
February 9, 2001, of Weyerhaeuser Company and Company Holdings, Inc. relating to
the 2001 Annual Meeting. The undersigned hereby revokes any proxies heretofore
given by the undersigned relating to the subject matter hereof and confirms all
that the proxies may lawfully do by virtue hereof.

DATED: _____________________

__________________________________
(Signature)

__________________________________
(Signature if jointly held)

Title: ___________________________

Please sign exactly as name
appears hereon. When shares are
held jointly, signatures should
include both names. When signing
as an attorney, executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation, please
give full corporate name of the
President or other authorized
officer. If a partnership, please
give the partnership name of the
authorized person.

PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE
ENCLOSED.