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 ]
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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 SENDS LETTER TO WILLAMETTE
REGARDING ANNUAL MEETING OF SHAREHOLDERS
FEDERAL WAY, Wash., February 12, 2001 - Weyerhaeuser Company (NYSE: WY) today
sent a letter to Willamette Industries, Inc. (NYSE: WLL) regarding the
scheduling of Willamette's 2001 annual meeting of shareholders. The full text
of the letter follows:
February 12, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: Duane C. McDougall
President and Chief Executive Officer
Dear Duane:
As you know, Weyerhaeuser Company and Company Holdings, Inc., a
wholly owned subsidiary of Weyerhaeuser, have proposed four
candidates for election as directors of Willamette Industries, Inc.
at Willamette's 2001 annual meeting of shareholders.
In prior years, pursuant to Article II, Section 1 of Willamette's
by-laws, the annual meeting of shareholders was held on the third
Tuesday in April. In response to our tender offer, on December 11,
2000, Willamette's Board of Directors amended this by-law to provide
that "the annual meeting of shareholders will be held on such date
and at such time as may be designated by the board." In so amending
this by- law, however, the Board did not indicate when it planned to
hold the annual meeting or whether it intended to abandon
Willamette's longstanding practice of holding the annual meeting on
the third Tuesday in April.
It is our understanding that Willamette's historic practice has also
been to begin the process of distributing proxy "search cards",
pursuant to SEC Rule 14a-13(a), no later than the final week of
January. It is now February 12, and to the best of our knowledge
Willamette has yet to commence the proxy search card process.
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In light of the foregoing, we hereby request that Willamette
promptly inform us and the other Willamette shareholders whether
Willamette intends to uphold its longstanding practice of holding
its annual meeting on the third Tuesday in April and, if not, when
it intends to hold the annual meeting.
Very truly yours,
/s/ STEVEN R. ROGEL
Steven R. Rogel
Chairman, President and Chief Executive Officer
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.
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. Any such forward looking
statement made by Weyerhaeuser with respect to the Willamette tender offer is
not entitled to the benefit of the safe harbor protections of the Private
Securities Litigation Reform Act of 1995. The accuracy of such forward looking
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.
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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 February 9, 2001, Weyerhaeuser and CHI filed with the Securities and
Exchange Commission a definitive 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 may file other proxy solicitation material
regarding the election of the Weyerhaeuser Nominees or the proposed business
combination between Weyerhaeuser and Willamette. 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 are urged to read the definitive
proxy statement and any other proxy material, when they become available,
because they will contain important information. 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 definitive proxy statement filed
by Weyerhaeuser and CHI with the Commission on Schedule 14A on February 9,
2001.
Today's news release, along with other news about Weyerhaeuser, is available
on the Internet at www.weyerhaeuser.com.
Weyerhaeuser contacts:
ANALYSTS MEDIA
Kathryn McAuley Joele Frank / Jeremy Zweig Bruce Amundson
Weyerhaeuser Joele Frank, Wilkinson Weyerhaeuser
(253) 924-2058 Brimmer Katcher (253) 924-3047
(212) 355-4449