===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO
(Amendment No. 43)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
WILLAMETTE INDUSTRIES, INC.
(Name of Subject Company (Issuer))
COMPANY HOLDINGS, INC.
WEYERHAEUSER COMPANY
(Names of Filing Persons -- Offerors)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
969133107
(CUSIP Number of Class of Securities)
Robert A. Dowdy, Esq.
Weyerhaeuser Company
Federal Way, Washington 98063
Telephone: (253) 924-2345
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
Copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
===============================================================================
SCHEDULE TO
This Statement amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on
November 29, 2000 (as previously amended, the "Schedule TO"), relating to
the offer by Company Holdings, Inc., a Washington corporation (the
"Purchaser") and a wholly owned subsidiary of Weyerhaeuser Company, a
Washington corporation ("Weyerhaeuser" or "Parent"), to purchase (1) all
outstanding shares ("Shares") of common stock, par value $0.50 per share,
of Willamette Industries, Inc., an Oregon corporation ("Willamette" or the
"Company"), and (2) unless and until validly redeemed by the Board of
Directors of Willamette, the related rights to purchase shares of Series B
Junior Participating Preferred Stock, $0.50 par value per share, of
Willamette (the "Rights") issued pursuant to the Rights Agreement, dated as
of February 25, 2000 by and between Willamette and Mellon Investor Services
LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, at a
price of $50.00 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to
Purchase (the "Offer to Purchase"), dated November 29, 2000, the Supplement
thereto dated May 7, 2001 (the "Supplement") and in the related revised
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"). Unless the context otherwise
requires, all references to the Shares shall be deemed to include the
associated Rights, and all references to the Rights shall be deemed to
include the benefits that may inure to holders of Rights pursuant to the
Rights Agreement.
Capitalized terms used herein and not defined herein have the
respective meanings assigned such terms in the Offer to Purchase, the
Supplement and the Schedule TO.
Item 12. Exhibits.
(a)(5)(OO) Forms of ProxyGrams sent to shareholders of Willamette
Industries, Inc.
(a)(5)(PP) Forms of revised ProxyGrams sent to shareholders of
Willamette Industries, Inc.
- 1 -
SIGNATURES
After due inquiry and to the best of their knowledge and belief,
the undersigned hereby certify that the information set forth in this
statement is true, complete and correct.
COMPANY HOLDINGS, INC.,
by
/s/ STEVEN R. ROGEL
---------------------------
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
/s/ STEVEN R. ROGEL
--------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: May 31, 2001
- 2 -
Exhibit Index
Exhibit Description
(a)(5)(OO) Forms of ProxyGrams sent to shareholders of Willamette
Industries, Inc.
(a)(5)(PP) Forms of revised ProxyGrams sent to shareholders of
Willamette Industries, Inc.
Exhibit (a)(5)(OO)
PROXYGRAM SERVICE
32-00 SKILLMAN AVENUE
LONG ISLAND CITY, NY 11101
[Return Address]
CONFIDENTIAL IDENTIFICATION NUMBER: [CIN]
Your identification number is confidential. It is to assure the operator of
your identity.
May 30, 2001
Dear Willamette Shareholder:
BREAK THE LOGJAM!
The Willamette Annual Meeting is less than a week away and we believe the
future value of your investment hangs in the balance. We urge you to vote
TODAY to elect the Weyerhaeuser nominees, who are committed to maximizing
the value of your investment in Willamette.
WILLAMETTE BOARD REFUSES TO NEGOTIATE
For more than two years, Weyerhaeuser has sought a dialogue with Willamette
to discuss a transaction that would yield Willamette shareholders a
significant premium for their shares. Nonetheless, Willamette continues to
refuse to negotiate, despite the fact that Weyerhaeuser has clearly stated
its willingness to increase its offer to above $50 per share.
We believe that, by refusing to discuss an increased price, Willamette has
made it crystal clear that it is not for sale at any price. The only way to
break this logjam is to elect the Weyerhaeuser nominees at Willamette's
June 7th Annual Meeting.
VOTE TODAY TO PROTECT YOUR INVESTMENT
If the Weyerhaeuser nominees are not elected, we will withdraw our offer
since it will take at least two more years, until the 2003 annual meeting,
to effect a transaction not approved by the current Willamette board. We
believe that Willamette's market price currently reflects Weyerhaeuser's
premium offer and that, absent the offer, that price could be subject to
significant downside risk. Ask yourself, "at what price will Willamette
trade if Weyerhaeuser goes away?"
TAKE CONTROL OF YOUR INVESTMENT
Since time is short and your vote critical, we have established a method
which will enable you to vote by toll-free proxygram. Please take a few
minutes of your time to follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of
your shares, please call our proxy solicitors, Innisfree M&A Incorporated,
toll-free at 877-750-5838.
Thank you for your support.
Steven R. Rogel
Chairman, President and Chief Executive Officer
WEYERHAEUSER COMPANY
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
[ID No.], Willamette Industries, Inc. in opposition to
Weyerhaeuser Company.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
4. State your Confidential Identification Number and Number of Shares as
shown below:
Confidential Identification Number: [CIN]
Number of Shares: [NumShares]
5. Give the operator your voting preferences, using the proxy text
below.
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 or at any special meeting called in lieu 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
INSTRUCTIONS: (FOR all nominees listed above, except vote
withheld from the following nominee(s), give that nominee(s) name
to the operator.)
WEYERHAEUSER STRONGLY RECOMMENDS A VOTE FOR ALL NOMINEES.
2. To adopt the Board Declassification Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
this proposal.
3. To adopt the Compensation Committee Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
this proposal.
4. 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.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ITEM 1, THIS PROXY
WILL BE VOTED "FOR" ITEM 1. IF NO DIRECTION IS MADE FOR ITEMS 2 OR 3, THIS
PROXY WILL ABSTAIN FROM VOTING IN RESPECT OF THOSE ITEMS.
The undersigned hereby acknowledges receipt of the Proxy Statement
dated February 9, 2001 and the Supplement dated March 23, 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.
Please give name to the operator 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.
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 $50.00 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, June 7, 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.
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
[Return Address]
May 30, 2001
Dear Willamette Shareholder:
BREAK THE LOGJAM!
The Willamette Annual Meeting is less than a week away and we believe the
future value of your investment hangs in the balance. We urge you to vote
TODAY to elect the Weyerhaeuser nominees, who are committed to maximizing
the value of your investment in Willamette.
WILLAMETTE BOARD REFUSES TO NEGOTIATE
For more than two years, Weyerhaeuser has sought a dialogue with Willamette
to discuss a transaction that would yield Willamette shareholders a
significant premium for their shares. Nonetheless, Willamette continues to
refuse to negotiate, despite the fact that Weyerhaeuser has clearly stated
its willingness to increase its offer to above $50 per share.
We believe that, by refusing to discuss an increased price, Willamette has
made it crystal clear that it is not for sale at any price. The only way to
break this logjam is to elect the Weyerhaeuser nominees at Willamette's
June 7th Annual Meeting.
VOTE TODAY TO PROTECT YOUR INVESTMENT
If the Weyerhaeuser nominees are not elected, we will withdraw our offer
since it will take at least two more years, until the 2003 annual meeting,
to effect a transaction not approved by the current Willamette board. We
believe that Willamette's market price currently reflects Weyerhaeuser's
premium offer and that, absent the offer, that price could be subject to
significant downside risk. Ask yourself, "at what price will Willamette
trade if Weyerhaeuser goes away?"
TAKE CONTROL OF YOUR INVESTMENT
Since time is short and your vote critical, we have established a method
which will enable you to vote by toll-free proxygram. Please take a few
minutes of your time to follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of
your shares, please call our proxy solicitors, Innisfree M&A Incorporated,
toll-free at 877-750-5838.
Thank you for your support.
Steven R. Rogel
Chairman, President and Chief Executive Officer
WEYERHAEUSER COMPANY
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to [ID No.],
Willamette Industries, Inc. in opposition to Weyerhaeuser Company.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your
control number as shown below:
Name: [NA.1]
Broker: [Broker]
Control Number: [ControlNum]
Number of Shares: [NumShares]
5. Give the operator your voting preferences, using the proxy text below.
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 or at any special meeting called in lieu 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
INSTRUCTIONS: (FOR all nominees listed above, except vote withheld from the
following nominee(s), give that nominee(s) name to the operator.)
WEYERHAEUSER STRONGLY RECOMMENDS A VOTE FOR ALL NOMINEES.
2. To adopt the Board Declassification Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
this proposal.
3. To adopt the Compensation Committee Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
this proposal.
4. 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.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ITEM 1, THIS PROXY
WILL BE VOTED "FOR" ITEM 1. IF NO DIRECTION IS MADE FOR ITEMS 2 OR 3, THIS
PROXY WILL ABSTAIN FROM VOTING IN RESPECT OF THOSE ITEMS.
The undersigned hereby acknowledges receipt of the Proxy Statement
dated February 9, 2001 and the Supplement dated March 23, 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.
Please give name to the operator 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.
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 $50.00 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, June 7, 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.
Exhibit (a)(5)(PP)
PROXYGRAM SERVICE
32-00 SKILLMAN AVENUE
LONG ISLAND CITY, NY 11101
[Return Address]
CONFIDENTIAL IDENTIFICATION NUMBER: [CIN]
Your identification number is confidential. It is to assure the operator of
your identity.
THIS PROXY IS SOLICITED ON BEHALF OF WEYERHAEUSER COMPANY
AND COMPANY HOLDINGS, INC.
May 31, 2001
Dear Willamette Shareholder:
BREAK THE LOGJAM!
The Willamette Annual Meeting is less than a week away and we believe the
future value of your investment hangs in the balance. We urge you to vote
TODAY to elect the Weyerhaeuser nominees, who are committed to maximizing
the value of your investment in Willamette.
WILLAMETTE BOARD REFUSES TO NEGOTIATE
For more than two years, Weyerhaeuser has sought a dialogue with Willamette
to discuss a transaction that would yield Willamette shareholders a
significant premium for their shares. Nonetheless, Willamette continues to
refuse to negotiate, despite the fact that Weyerhaeuser has clearly stated
its willingness to increase its offer to above $50 per share.
We believe that, by refusing to discuss an increased price, Willamette has
made it crystal clear that it is not for sale at any price. The only way to
break this logjam is to elect the Weyerhaeuser nominees at Willamette's
June 7th Annual Meeting.
VOTE TODAY TO PROTECT YOUR INVESTMENT
If the Weyerhaeuser nominees are not elected, we will withdraw our offer
since it will take at least two more years, until the 2003 annual meeting,
to effect a transaction not approved by the current Willamette board. We
believe that Willamette's market price currently reflects Weyerhaeuser's
premium offer and that, absent the offer, that price could be subject to
significant downside risk. Ask yourself, "at what price will Willamette
trade if Weyerhaeuser goes away?"
TAKE CONTROL OF YOUR INVESTMENT
Since time is short and your vote critical, we have established a method
which will enable you to vote by toll-free proxygram. Please take a few
minutes of your time to follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of
your shares, please call our proxy solicitors, Innisfree M&A Incorporated,
toll-free at 877-750-5838.
Thank you for your support.
Steven R. Rogel
Chairman, President and Chief Executive Officer
WEYERHAEUSER COMPANY
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF WEYERHAEUSER AND
WILLAMETTE ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to [ID No.].
(Note: This ProxyGram supersedes the ProxyGram dated May 30, 2001, which
cannot be used to vote your shares due to a typographical error.)
3. State your name, address and telephone number.
4. State your Confidential Identification Number and Number of Shares as
shown below:
Confidential Identification Number: [CIN]
Number of Shares: [NumShares]
5. Give the operator your voting preferences, using the proxy text
below.
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 or at any special meeting called in lieu 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
nominee(s) whose name(s) you provide to the operator.
WEYERHAEUSER STRONGLY RECOMMENDS A VOTE FOR ALL NOMINEES.
2. To adopt the Board Declassification Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
this proposal.
3. To adopt the Compensation Committee Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
this proposal.
4. 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.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ITEM 1, THIS PROXY
WILL BE VOTED "FOR" ITEM 1. IF NO DIRECTION IS MADE FOR ITEMS 2 OR 3, THIS
PROXY WILL ABSTAIN FROM VOTING IN RESPECT OF THOSE ITEMS.
The undersigned hereby acknowledges receipt of the Proxy Statement
dated February 9, 2001 and the Supplement dated March 23, 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.
Please give name to the operator 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.
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 $50.00 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, June 7, 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.
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
[Return Address]
THIS PROXY IS SOLICITED ON BEHALF OF WEYERHAEUSER COMPANY
AND COMPANY HOLDINGS, INC.
May 31, 2001
Dear Willamette Shareholder:
BREAK THE LOGJAM!
The Willamette Annual Meeting is less than a week away and we believe the
future value of your investment hangs in the balance. We urge you to vote
TODAY to elect the Weyerhaeuser nominees, who are committed to maximizing
the value of your investment in Willamette.
WILLAMETTE BOARD REFUSES TO NEGOTIATE
For more than two years, Weyerhaeuser has sought a dialogue with Willamette
to discuss a transaction that would yield Willamette shareholders a
significant premium for their shares. Nonetheless, Willamette continues to
refuse to negotiate, despite the fact that Weyerhaeuser has clearly stated
its willingness to increase its offer to above $50 per share.
We believe that, by refusing to discuss an increased price, Willamette has
made it crystal clear that it is not for sale at any price. The only way to
break this logjam is to elect the Weyerhaeuser nominees at Willamette's
June 7th Annual Meeting.
VOTE TODAY TO PROTECT YOUR INVESTMENT
If the Weyerhaeuser nominees are not elected, we will withdraw our offer
since it will take at least two more years, until the 2003 annual meeting,
to effect a transaction not approved by the current Willamette board. We
believe that Willamette's market price currently reflects Weyerhaeuser's
premium offer and that, absent the offer, that price could be subject to
significant downside risk. Ask yourself, "at what price will Willamette
trade if Weyerhaeuser goes away?"
TAKE CONTROL OF YOUR INVESTMENT
Since time is short and your vote critical, we have established a method
which will enable you to vote by toll-free proxygram. Please take a few
minutes of your time to follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of
your shares, please call our proxy solicitors, Innisfree M&A Incorporated,
toll-free at 877-750-5838.
Thank you for your support.
Steven R. Rogel
Chairman, President and Chief Executive Officer
WEYERHAEUSER COMPANY
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF WEYERHAEUSER AND
WILLAMETTE ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to [ID No.].
(Note: This ProxyGram supersedes the ProxyGram dated May 30, 2001,
which cannot be used to vote your shares due to a typographical error.)
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your
control number as shown below:
Name: [NA.1]
Broker: [Broker]
Control Number: [ControlNum]
Number of Shares: [NumShares]
5. Give the operator your voting preferences, using the proxy text below.
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 or at any special meeting called in lieu 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
nominee(s) whose names you provide to the operator.
WEYERHAEUSER STRONGLY RECOMMENDS A VOTE FOR ALL NOMINEES.
2. To adopt the Board Declassification Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
this proposal.
3. To adopt the Compensation Committee Proposal
( ) FOR ( ) AGAINST ( ) ABSTAIN
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
this proposal.
4. 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.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ITEM 1, THIS PROXY
WILL BE VOTED "FOR" ITEM 1. IF NO DIRECTION IS MADE FOR ITEMS 2 OR 3, THIS
PROXY WILL ABSTAIN FROM VOTING IN RESPECT OF THOSE ITEMS.
The undersigned hereby acknowledges receipt of the Proxy Statement
dated February 9, 2001 and the Supplement dated March 23, 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.
Please give name to the operator 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.
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 $50.00 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, June 7, 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.