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
[X] Definitive Additional Materials
[ ] 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 Company letterhead]
May 31, 2001
Dear Willamette Shareholder:
BREAK THE LOGJAM
ELECT THE WEYERHAEUSER NOMINEES
Weyerhaeuser has repeatedly stated that if Willamette is prepared to
negotiate a definitive merger agreement promptly, Weyerhaeuser is willing
to increase its offer above $50 per share. Weyerhaeuser believes that, by
refusing to negotiate an increased price, the Willamette board and
management have made it crystal clear that the company is simply 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.
"WE DO BELIEVE, HOWEVER, THAT THE WILLAMETTE BOARD APPEARS TO HAVE
LOST SIGHT OF THE FIDUCIARY RESPONSIBILITY IT OWES TO ITS SHAREHOLDERS
AND, FOR THAT REASON, ITS CREDIBILITY AS WELL."
"MANAGEMENT HAS CONSISTENTLY REFUSED TO NEGOTIATE WITH WEYERHAEUSER,
HAS NOT GIVEN ANY INDICATION OF A PRICE IT MIGHT ACCEPT, AND HAS NOT
LOOKED FOR OTHER BUYERS. INSTEAD, THE BOARD'S STRATEGY SEEMS TO BE
CONCENTRATED UPON ITS OWN SURVIVAL."
"WE RECOMMEND THAT SHAREHOLDERS VOTE FOR THE WEYERHAEUSER NOMINEES ON
THE GOLD PROXY BALLOT."
Proxy Monitor, 5.24.01*
"EVEN WITHOUT THE ISS ANNOUNCEMENT, WE THINK MOST NONALIGNED
WILLAMETTE SHAREHOLDERS WOULD HAVE VOTED THE WEYERHAEUSER SLATE IN
ORDER TO KEEP THEIR OPTIONS OPEN. IN THE MIDST OF A GLOBAL ECONOMIC
SLOWDOWN, WHY WOULDN'T YOU WANT UPSIDE OPTIONS BEYOND THE CYCLE?"
FIRST CALL, Deutsche Banc Alex. Brown Inc.: Mark Wilde, 5.24.01*
"METRICS ASIDE, IT IS WILLAMETTE'S STONEWALLING THAT HAS KEPT
WEYERHAEUSER FROM IMPROVING ITS BID."
"WE BELIEVE [WILLAMETTE'S] MANAGEMENT HAS MADE ITS POSITION ABUNDANTLY
CLEAR: IT IS SIMPLY NOT INTERESTED IN SELLING. BUT IN REMAINING
UNYIELDING TOWARDS NEGOTIATING WITH WEYERHAEUSER, WILLAMETTE HAS SHOWN
A HIGH DEGREE OF DISREGARD FOR THE WISHES OF ITS OWN SHAREHOLDERS, AS
EXPRESSED IN THEIR RESPONSE TO THE TENDER OFFER."
"IN THE FACE OF THE COMPANY'S TAKEOVER DEFENSES, WE BELIEVE THAT
SHAREHOLDERS DESIROUS OF OBTAINING ANY DEAL--BE IT WITH WEYERHAEUSER
OR ANOTHER PARTY--HAVE NO OTHER RECOURSE THAN TO ELECT THE
WEYERHAEUSER NOMINEES."
Institutional Shareholder Services, 5.22.01*
"WE BELIEVE THAT WILLAMETTE INVESTORS SHOULD VOTE FOR THE WEYERHAEUSER
SLATE OF DIRECTORS. IN DOING SO, THEY WILL PRESERVE THE POTENTIAL FOR
A HIGHER OFFER PRICE AND AN EVENTUAL DEAL. WE DO NOT BELIEVE THAT
WILLAMETTE HAS PRESENTED A CREDIBLE ALTERNATIVE TO THE WEYERHAEUSER
PLAN."
FIRST CALL, Credit Suisse First Boston: Mark Connelly, 5.21.01*
------------------------
* PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED.
IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED
WE WILL WITHDRAW OUR OFFER
VOTE GOLD NOW TO TAKE CONTROL OF YOUR INVESTMENT
Weyerhaeuser believes that the only way to facilitate a transaction between
Weyerhaeuser and Willamette is to elect the Weyerhaeuser nominees to
Willamette's board. If the Weyerhaeuser slate is elected at the June 7th
meeting and Willamette continues to refuse to negotiate, we intend to
nominate a slate of directors for election at Willamette's 2002 Annual
Meeting. HOWEVER, IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED ON JUNE 7TH,
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.
Very truly yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
Whether or not you plan to attend the 2001 Annual Meeting, we urge you to
vote FOR the election of the Weyerhaeuser nominees by signing, dating and
returning the enclosed GOLD proxy card TODAY.
Remember, if you hold your Willamette shares with a brokerage firm or bank,
only they can exercise voting rights with respect to your shares and only
upon receipt of your specific instructions. Accordingly, it is critical
that you promptly contact the person responsible for your account and give
instructions to vote the GOLD proxy card FOR the election of the
Weyerhaeuser nominees.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN THE LAST-MINUTE VOTING OF
YOUR SHARES, PLEASE CALL OUR PROXY SOLICITOR, INNISFREE M&A INCORPORATED,
AT 1-877-750-5838 (TOLL-FREE).
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.
TO ALL WILLAMETTE SHAREHOLDERS:
BREAK THE LOGJAM
ELECT THE WEYERHAEUSER NOMINEES
Weyerhaeuser has repeatedly stated that if Willamette is prepared to
negotiate a definitive merger agreement promptly, Weyerhaeuser is willing
to increase its offer above $50 per share. Weyerhaeuser believes that, by
refusing to negotiate an increased price, the Willamette board and
management have made it crystal clear that the company is simply 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.
"EVEN WITHOUT THE ISS ANNOUNCEMENT, WE THINK MOST NONALIGNED
WILLAMETTE SHAREHOLDERS WOULD HAVE VOTED THE WEYERHAEUSER SLATE IN
ORDER TO KEEP THEIR OPTIONS OPEN. IN THE MIDST OF A GLOBAL ECONOMIC
SLOWDOWN, WHY WOULDN'T YOU WANT UPSIDE OPTIONS BEYOND THE CYCLE?"
FIRST CALL, Deutsche Banc Alex. Brown Inc.: Mark Wilde, 5.24.01*
"WE BELIEVE THAT WILLAMETTE INVESTORS SHOULD VOTE FOR THE WEYERHAEUSER
SLATE OF DIRECTORS. IN DOING SO, THEY WILL PRESERVE THE POTENTIAL FOR
A HIGHER OFFER PRICE AND AN EVENTUAL DEAL. WE DO NOT BELIEVE THAT
WILLAMETTE HAS PRESENTED A CREDIBLE ALTERNATIVE TO THE WEYERHAEUSER
PLAN."
FIRST CALL, Credit Suisse First Boston: Mark Connelly, 5.21.01*
"METRICS ASIDE, IT IS WILLAMETTE'S STONEWALLING THAT HAS KEPT
WEYERHAEUSER FROM IMPROVING ITS BID."
"WE BELIEVE [WILLAMETTE'S] MANAGEMENT HAS MADE ITS POSITION ABUNDANTLY
CLEAR: IT IS SIMPLY NOT INTERESTED IN SELLING. BUT IN REMAINING
UNYIELDING TOWARDS NEGOTIATING WITH WEYERHAEUSER, WILLAMETTE HAS SHOWN
A HIGH DEGREE OF DISREGARD FOR THE WISHES OF ITS OWN SHAREHOLDERS, AS
EXPRESSED IN THEIR RESPONSE TO THE TENDER OFFER."
"IN THE FACE OF THE COMPANY'S TAKEOVER DEFENSES, WE BELIEVE THAT
SHAREHOLDERS DESIROUS OF OBTAINING ANY DEAL--BE IT WITH WEYERHAEUSER
OR ANOTHER PARTY--HAVE NO OTHER RECOURSE THAN TO ELECT THE
WEYERHAEUSER NOMINEES."
Institutional Shareholder Services, 5.22.01*
"WE DO BELIEVE, HOWEVER, THAT THE WILLAMETTE BOARD APPEARS TO HAVE
LOST SIGHT OF THE FIDUCIARY RESPONSIBILITY IT OWES TO ITS SHAREHOLDERS
AND, FOR THAT REASON, ITS CREDIBILITY AS WELL."
"MANAGEMENT HAS CONSISTENTLY REFUSED TO NEGOTIATE WITH WEYERHAEUSER,
HAS NOT GIVEN ANY INDICATION OF A PRICE IT MIGHT ACCEPT, AND HAS NOT
LOOKED FOR OTHER BUYERS. INSTEAD, THE BOARD'S STRATEGY SEEMS TO BE
CONCENTRATED UPON ITS OWN SURVIVAL."
"WE RECOMMEND THAT SHAREHOLDERS VOTE FOR THE WEYERHAEUSER NOMINEES ON
THE GOLD PROXY BALLOT."
Proxy Monitor, 5.24.01*
IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED
WE WILL WITHDRAW OUR OFFER
Weyerhaeuser believes that the only way to facilitate a transaction between
Weyerhaeuser and Willamette is to elect the Weyerhaeuser nominees to
Willamette's board. If the Weyerhaeuser slate is elected at the June 7th
meeting and Willamette continues to refuse to negotiate, we intend to
nominate a slate of directors for election at Willamette's 2002 Annual
Meeting. HOWEVER, IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED ON JUNE 7TH,
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.
VOTE GOLD NOW TO TAKE CONTROL OF YOUR INVESTMENT
[Weyerhaeuser Company logo]
To support the Weyerhaeuser nominees, ignore the green proxy card.
You must use the GOLD card to vote for the Weyerhaeuser nominees.
If you have any questions or require assistance with the last-minute
execution of your GOLD proxy card, please call our proxy solicitor,
INNISFREE M&A INCORPORATED, at 1-877-750-5838 (toll-free).
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.
*PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED June 1, 2001