SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
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[ ] 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)
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[Weyerhaeuser Company logo]
NEWS RELEASE
FOR IMMEDIATE RELEASE
WEYERHAEUSER PLEASED THAT WILLAMETTE SHAREHOLDERS
TENDERED A MAJORITY OF SHARES
FEDERAL WAY, Wash., February 1, 2001 - Weyerhaeuser Company (NYSE: WY)
today announced that it has extended its $48 per share cash tender offer for all
of the outstanding common stock of Willamette Industries, Inc. (NYSE: WLL). The
offer, which was scheduled to expire at 5:00 pm E.S.T. on February 1, 2001, has
been extended until 12:00 midnight E.S.T. on March 30, 2001, unless further
extended.
As of 5:00 pm on February 1, 2001, Willamette shareholders had tendered and
not withdrawn 55,687,001 shares pursuant to Weyerhaeuser's tender offer. This
represents approximately 51% of Willamette's outstanding common shares.
Steven R. Rogel, Chairman, President, and Chief Executive Officer of
Weyerhaeuser stated, "We are very pleased that a majority of Willamette's shares
were tendered into our $48 per share offer. Shareholders have sent a strong
message to Willamette's board of directors. Willamette shareholders - the owners
of the company - want Willamette to negotiate a mutually beneficial transaction
with Weyerhaeuser. We hope that Willamette will listen to what its shareholders
are saying - this transaction is too compelling to ignore."
Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 2000, sales were $16 billion. It has
offices or operations in 17 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber; the
manufacture, distribution and sale of forest products; and real estate
construction, development and related activities. Additional information about
Weyerhaeuser's businesses, products and practices is available at
www.weyerhaeuser.com.
Morgan Stanley Dean Witter is acting as Dealer Manager for the offer, and
Innisfree M&A Incorporated is acting as Information Agent.
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FORWARD-LOOKING STATEMENTS
This news release contains statements concerning the company's future
results and performance that are forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The accuracy of such
statements is subject to a number of risks, uncertainties and assumptions that
may cause actual results to differ materially from those projected, including,
but not limited to, the effect of general economic conditions, including the
level of interest rates and housing starts; market demand for the company's
products, which may be tied to the relative strength of various US business
segments; performance of the company's manufacturing operations; the types of
logs harvested in the company's logging operations; the level of competition
from foreign producers; the effect of forestry, land use, environmental and
other governmental regulations; and the risk of losses from fires, floods and
other natural disasters. The company is also a large exporter and is affected by
changes in economic activity in Europe and Asia, particularly Japan, and by
changes in currency exchange rates, particularly the relative value of the US
dollar and the Euro, and restrictions on international trade. These and other
factors that could cause or contribute to actual results differing materially
from such forward looking statements are discussed in greater detail in the
company's Securities and Exchange Commission filings.
IMPORTANT INFORMATION
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 Friday, March 30,
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 January 8, 2001, Weyerhaeuser and CHI filed with the 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 January 8,
2001.
Weyerhaeuser contacts:
ANALYSTS MEDIA ANALYSTS AND MEDIA
Kathryn McAuley Bruce Amundson Joele Frank / Jeremy Zweig
Weyerhaeuser Weyerhaeuser Joele Frank, Wilkinson
(253) 924-2058 (253) 924-3047 Brimmer Katcher
(212) 355-4449