SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WILLAMETTE INDUSTRIES, INC.
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(Name of Registrant as Specified in its Charter)
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WEYERHAEUSER COMPANY
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[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE BOARD
FEDERAL WAY, Wash., February 22, 2001 - Weyerhaeuser Company (NYSE: WY) today
sent the following letter in response to a letter it received from Willamette
Industries, Inc. (NYSE: WLL):
February 22, 2001
Board of Directors
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Dear Willamette Board Members:
We received your letter of February 22, and must respond since your
letter expresses some serious misperceptions about Weyerhaeuser and our
proposed combination with Willamette Industries.
You are correct in assuming that the Weyerhaeuser board unanimously
supports a combination with Willamette. This combination is too
compelling to ignore, and our two companies are a perfect fit. Our board
is fully informed and regularly reviews media coverage as well as
research reports from independent financial analysts. Contrary to your
assertions, there is extensive third-party support in the financial
community for this combination.
As you know, as of February 1, the last expiration date of Weyerhaeuser's
$48 per share tender offer, your shareholders had tendered 51% of
Willamette's outstanding common stock. Our all cash premium offer for
100% of the shares simply cannot be characterized as "coercive." What is
coercive is preventing shareholders from taking advantage of our offer by
refusing to lift your "poison pill" rights plan and other defensive
measures as well as failing to schedule your annual meeting. Despite
these defensive measures, Willamette shareholders will have the
opportunity to take meaningful action to advance this proposed
transaction by electing our director nominees at the annual meeting.
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Your description of Weyerhaeuser's approach as antagonistic is
surprising. We have reviewed our public comments, and have found that
they have, repeatedly, addressed the strength of Willamette's management
team, the complementary asset fit, and the benefits of creating the
premier forest products company through a combination of our two
companies.
We do not understand your claim that our call to negotiate is somehow
illogical. We are confident that your shareholders see the logic in
Willamette sitting down with Weyerhaeuser. Provided additional value was
demonstrated, negotiation could result in an increased price for your
shareholders. If, as you say, you are "committed to delivering value" we
stand ready to negotiate.
Sincerely,
/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, has commenced a tender offer for all the outstanding shares of
common stock of Willamette Industries, Inc. 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.
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