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.
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(1) Title of each class of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
PRELIMINARY VOTE COUNT SUPPORTS
WEYERHAEUSER NOMINEES
FEDERAL WAY, Wash., June 7, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that based on the number of proxies it has submitted to the
independent inspectors of election, Investor Voting Services, it appears that
the three Weyerhaeuser director nominees, following certification of the Annual
Meeting results, will be elected to the board of directors of Willamette
Industries, Inc. (NYSE: WLL).
Steven R. Rogel, chairman, president and chief executive officer of Weyerhaeuser
said, "Weyerhaeuser would like to thank the Willamette shareholders for their
support throughout this process. We are confident that the final outcome of
today's vote will clearly demonstrate that the Willamette shareholders want and
expect their board to enter into negotiations with Weyerhaeuser to reach a
mutually beneficial transaction. We have repeatedly stated that we are willing
to increase our offer above the current $50 per share price if Willamette would
sit down with us. We are prepared to immediately commence discussions with
Willamette to move the combination of our two companies to completion in a
cooperative manner. However, if Willamette continues to ignore what we believe
is the clear desire of the company's shareholders for a transaction with
Weyerhaeuser, we intend to nominate a slate of directors for election at
Willamette's 2002 Annual Meeting.
"I would also like to thank and compliment the employees of both Weyerhaeuser
and Willamette. Despite the potential distraction of the past six months'
activities, they remained focused on working safely and serving customers. I am
confident that a combination of the two workforces will create the finest
company in our industry - headquartered in the Pacific Northwest," he concluded.
Prior to the closing of the polls at the Annual Meeting, all proxy cards
received by Weyerhaeuser were turned over to the independent inspectors of
election who will tabulate the results. It is expected that the preliminary
tabulation will be provided to Weyerhaeuser and Willamette in two to three
weeks, after which both sides will have the opportunity to examine the proxy
tabulation. Weyerhaeuser will publicly announce the final results once they are
made available to the company.
-more-
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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 $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 28, 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.
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.
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
Exhibit (a)(5)(WW)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER TENDER OFFER FOR WILLAMETTE INDUSTRIES
EXTENDED TO JUNE 28, 2001
FEDERAL WAY, Wash., June 7, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it has extended its $50 per share cash tender offer for all of
the outstanding common stock of Willamette Industries, Inc. (NYSE: WLL) until
midnight, New York City time, on June 28, 2001.
As of 11:00 p.m. New York City time, on June 6, 2001, Willamette shareholders
had tendered and not withdrawn approximately 31.2 million shares pursuant to
Weyerhaeuser's tender offer.
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 28, 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.
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.
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