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
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE SHAREHOLDERS
FEDERAL WAY, Wash., May 8, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it sent the following letter to shareholders of Willamette
Industries, Inc. (NYSE: WLL):
May 7, 2001
Dear Willamette Shareholder:
As you know, Weyerhaeuser commenced a tender offer in November of
last year to acquire all of the outstanding shares of Willamette
Industries. Today, we announced that Weyerhaeuser has increased the
price of its cash tender offer to $50.00 per share.
We are taking this action because Weyerhaeuser firmly believes that
Willamette is an ideal partner. We are confident that this
combination will create a global forest products leader based in the
Pacific Northwest. We believe it would also offer you greater value
than the company could generate on a stand-alone basis. However,
despite Weyerhaeuser's attempts to discuss a mutually beneficial
transaction, to date the Willamette board of directors has refused
to negotiate. Willamette's shareholders and industry experts have
voiced strong support for a combination of our two companies. We are
hopeful that the Willamette board will recognize the superior value
our offer would provide to you NOW.
WEYERHAEUSER IS SEEKING YOUR SUPPORT FOR THE ELECTION OF THREE
NOMINEES TO THE WILLAMETTE BOARD WHO ARE COMMITTED TO MAXIMIZING THE
VALUE OF YOUR INVESTMENT NOW. PLEASE SIGN, DATE AND RETURN THE
ENCLOSED GOLD PROXY CARD TODAY VOTING FOR THE ELECTION OF THE
WEYERHAEUSER NOMINEES.
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NOW IS THE TIME TO NEGOTIATE
THE HIGHEST VALUE FOR SHAREHOLDERS
The increased Weyerhaeuser offer will provide you with a significant
premium for your shares. Weyerhaeuser's increased price represents a
premium of approximately 44 percent over Willamette's closing share
price on Friday, November 10, 2000, the last trading day prior to
Weyerhaeuser's announcement of our proposal to acquire Willamette.
It is also a substantial premium of approximately 67 percent to
Willamette's average share price for the 60 days prior to the
announcement. Despite the significant and immediate value
shareholders would receive in a negotiated transaction, WILLAMETTE
MANAGEMENT HAS NEVER EXPLAINED HOW OR WHEN IT WOULD DELIVER VALUE
SUPERIOR TO OUR PREMIUM OFFER ON A STAND-ALONE BASIS.
Although Weyerhaeuser remains committed to completing a transaction
with Willamette, further delay can only impair the price
Weyerhaeuser is ultimately willing to pay. In order to receive the
best value for your investment, we urge you to tell your board to
sit down and begin negotiating with Weyerhaeuser NOW.
We believe that by failing to take advantage of Weyerhaeuser's all
cash premium offer, the Willamette board could be jeopardizing the
value of your investment. While no one can predict what Willamette's
share price would be absent the Weyerhaeuser offer, independent
financial experts recognize that the proposed transaction offers
shareholders an immediate premium that may otherwise be
unattainable:
"DOWNSIDE RISK COULD BE AS MUCH AS [A] $33 PER SHARE [PRICE] IF THE
DEAL WITH [WEYERHAEUSER] FALLS THROUGH."*
Peter Ruschmeier; Lehman Brothers, April 16, 2001
THE WEYERHAEUSER NOMINEES
WILL WORK TO MAXIMIZE YOUR INVESTMENT
By voting the GOLD proxy card FOR the Weyerhaeuser nominees at
Willamette's annual meeting on June 7, 2001, you can make your voice
heard in a manner that cannot be ignored by your board of directors.
We urge you to ignore Willamette's rhetoric and focus on what we
believe this election is really about:
o electing directors who believe their duty is to MAXIMIZE THE
VALUE OF YOUR WILLAMETTE SHARES;
o electing directors who will best PROTECT THE VALUE OF YOUR
INVESTMENT IN WILLAMETTE; and
o electing directors who believe that YOU -- THE OWNERS OF
WILLAMETTE -- are entitled to decide whether or not to accept
the Weyerhaeuser offer.
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* Permission to use quotation neither sought nor obtained.
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The election of our director nominees is critical to the completion
of a transaction with Weyerhaeuser. ASK YOURSELF: "HOW MUCH WILL MY
INVESTMENT IN WILLAMETTE BE WORTH IF WEYERHAEUSER GOES AWAY?"
SEND A MESSAGE TO THE WILLAMETTE BOARD
DON'T DELAY--VOTE GOLD TODAY
WE BELIEVE THAT YOU DESERVE A BOARD OF DIRECTORS THAT WILL ACT IN
YOUR BEST INTERESTS. WE ARE SEEKING YOUR SUPPORT FOR THE ELECTION OF
OUR THREE NOMINEES TO WILLAMETTE'S BOARD AT THE WILLAMETTE ANNUAL
MEETING. PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD
TODAY VOTING FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES.
If you have any questions or require any assistance in executing or
delivering your proxy, please call our proxy solicitor, Innisfree
M&A Incorporated, at 1-877-750-5838 (toll-free).
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 in the postage-paid envelope TODAY.
"STREET-NAME" HOLDERS
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.
WILLAMETTE EMPLOYEES
If you are a participant in the Willamette Industries Stock Purchase Plan (THE
401K PLAN), only the Plan Trustee, Wells Fargo Bank, N.A., can vote your
shares. You may direct the Plan Trustee how to vote your shares by signing,
dating and returning the GOLD instruction form provided by the Plan Trustee.
Completed instructions must be received by the Plan Trustee at the address set
forth in the GOLD instruction form no later than the close of business on May
25, 2001 for your vote to be counted. REMEMBER, YOUR INSTRUCTIONS TO THE PLAN
TRUSTEE ARE COMPLETELY CONFIDENTIAL.
If you have any questions or require any assistance in executing or delivering
your proxy or voting instructions, please call our proxy solicitor, Innisfree
M&A Incorporated, at 1-877-750-5838 (toll-free).
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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 Friday, May 18, 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