SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
WILLAMETTE INDUSTRIES, INC.
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(Name of Registrant as Specified in its Charter)
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WEYERHAEUSER COMPANY
(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 transactions:
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
WEYERHAEUSER AND OREGON,
A CENTURY-OLD PARTNERSHIP.
GENERATIONS OF OREGONIANS HAVE WORKED TO BUILD WEYERHAEUSER INTO THE
PROUD COMPANY IT IS TODAY, WITH OREGON FACILITIES AND TIMBERLANDS REACHING
FROM PORTLAND TO MEDFORD. For 98 years, Oregonians have played a
significant role in Weyerhaeuser's success, and Weyerhaeuser has been
committed to Oregon and its citizens - the people who make this state
great. Today we employ approximately 2,800 Oregonians and almost 3,500 of
our retirees live here.
WEYERHAEUSER HAS ALWAYS MADE IT A PRIORITY TO GIVE BACK TO THE
COMMUNITIES IN WHICH WE OPERATE. Over the past five years, the Weyerhaeuser
Company Foundation has donated more than $3 million to charities throughout
Oregon to support needs such as education, human services, community
development, arts and culture, and the environment.
WE ALSO ENCOURAGE OUR EMPLOYEES TO DONATE BOTH TIME AND MONEY TO THEIR
LOCAL COMMUNITIES. Through the WAVE program - Weyerhaeuser Active Volunteer
Employees - our employees support their communities by initiating projects
and nominating local non-profit organizations for charitable grants. Our
employees make a difference in Oregon by volunteering thousands of hours to
charitable endeavors like Habitat for Humanity and the SMART reading
program, as well as partnering with local parks departments to improve
green spaces. Also, each year Weyerhaeuser employees donate hundreds of
thousands of dollars to the United Way in Oregon. In fact, local
Weyerhaeuser employees are among the largest United Way contributors in
Lane County.
OUR COMMITMENT TO OUR COMMUNITIES HAS NOT GONE UNRECOGNIZED. Just this
year, our Cottage Grove operations received a SOLV citizenship award for
the volunteer work of our employees to help students through three
educational partnerships. We're pleased that SOLV, a statewide nonprofit
organization, chose to honor our people for the volunteer work they've done
to improve the future for Oregon's children.
WEYERHAEUSER ALSO PLAYS A SIGNIFICANT ROLE IN THE STATE'S ECONOMY. We
purchase here in Oregon many of the goods and services used by
Weyerhaeuser, contributing hundreds of millions of dollars to the Oregon
economy. In 1999, the company paid more than $9 million in Oregon state and
local taxes.
Oregon has some of the most productive land for growing softwood
timber in the United States. We're using our leadership position in
sustainable timberland management to ensure that future generations have
access to the benefits of wood while protecting important natural
resources. Every year, we plant more than 4 million trees in Oregon.
Oregon, you've known us all along - we've been growing together for a
century. Thank you for your support. We look forward to continuing our
successful partnership.
[Weyerhaeuser Company logo]
The future is growingTM
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. 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. On December 21, 2000, Weyerhaeuser and CHI filed with
the Securities and Exchange Commission a preliminary proxy statement in
connection with the election of the nominees of Weyerhaeuser and CHI (the
"Weyerhaeuser Nominees") to the Willamette board of directors at the
Willamette 2001 annual meeting of shareholders. Weyerhaeuser will prepare
and file with the Commission a definitive proxy statement regarding the
election of the Weyerhaeuser Nominees and may file other proxy solicitation
material regarding the election of the Weyerhaeuser Nominees or the
proposed business combination between Weyerhaeuser and Willamette.
Investors and security holders are urged to read the definitive proxy
statement and any other proxy material, when they become available, because
they will contain important information. The definitive proxy statement will
be sent to shareholders of Willamette seeking their support of the election
of the Weyerhaeuser Nominees to the Willamette board of directors.
Investors and security holders may obtain a free copy of the tender offer
statement, the definitive 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, the definitive
proxy statement (when it is available) and these other 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 Willamette shareholders is available in the
preliminary proxy statement filed by Weyerhaeuser and CHI with the
Commission on Schedule 14A on December 21, 2000.