SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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)
WEYERHAEUSER COMPANY
AND
COMPANY HOLDINGS, INC.
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(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:
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(2) Aggregate number 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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(4) Proposed maximum aggregate value of transaction:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[WEYERHAEUSER COMPANY LOGO]
March 23, 2001
Dear Willamette Shareholder:
As you know, Weyerhaeuser, one of the world's leading forest products
companies, has commenced a tender offer to acquire all of the outstanding shares
of Willamette Industries for $48.00 per share in cash. Despite Weyerhaeuser's
numerous attempts to negotiate a mutually beneficial transaction, the Willamette
board of directors continues to refuse to sit down with us. After considerable
delay, the Willamette board has scheduled the company's annual meeting of
shareholders for June 7, 2001. Your voice in governing the company can now be
heard. Enclosed is a supplement that updates Weyerhaeuser's proxy statement and
a GOLD proxy card. WE URGE YOU TO SEND A MESSAGE TO WILLAMETTE BY SIGNING,
DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TO VOTE FOR THE ELECTION OF
THE WEYERHAEUSER NOMINEES TODAY.
We are seeking your support for the election of our three nominees to
Willamette's board because we believe that the current directors of Willamette
are not acting, and will not act, in your best interests. Specifically, the
Willamette board continues to refuse to negotiate with us, despite the fact that
our offer represents a 38 percent premium over Willamette's closing price on
Friday, November 10, 2000, the last trading day before our announcement of our
$48.00 cash proposal, and a premium of approximately 60 percent to the average
share price for the 60 days prior to November 10, 2000. Although the Willamette
board has rejected our offer, it has not explained how it will deliver to its
shareholders value equal to the $48.00 we have offered.
We believe that you deserve a board of directors that is answerable to you
and will act in your best interests. We urge you to send a strong message to
Willamette that you want a board that will act in your best interests and let
you have the opportunity to accept our premium cash offer. The only way to send
that message is by voting to elect the Weyerhaeuser nominees.
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.
THE SUPPLEMENT AND GOLD PROXY CARD REFLECT WILLAMETTE'S PROPOSED REDUCTION
IN THE SIZE OF ITS BOARD FROM 10 TO NINE DIRECTORS AND THE TWO SHAREHOLDER
PROPOSALS TO BE ACTED UPON AT THE 2001 ANNUAL MEETING OF WILLAMETTE
SHAREHOLDERS.
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 ARE A PARTICIPANT IN THE WILLAMETTE INDUSTRIES STOCK PURCHASE 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.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN EXECUTING OR
DELIVERING YOUR PROXY AND VOTING INSTRUCTIONS, PLEASE CALL OUR PROXY SOLICITOR,
INNISFREE M&A INCORPORATED, AT 1-877-750-5838.
2001 ANNUAL MEETING OF SHAREHOLDERS
OF
WILLAMETTE INDUSTRIES, INC.
TO BE HELD THURSDAY, JUNE 7, 2001
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SUPPLEMENT TO PROXY STATEMENT
OF
WEYERHAEUSER COMPANY
AND
COMPANY HOLDINGS, INC.
----------------
This Supplement (the "Supplement"), together with the attached Proxy
Statement (the "Proxy Statement") and the enclosed GOLD proxy card, are being
furnished by Weyerhaeuser Company, a Washington corporation ("Parent"), and
Company Holdings, Inc., a Washington corporation and a wholly owned subsidiary
of Parent (the "Purchaser" and, together with Parent, "Weyerhaeuser"), in
connection with their solicitation of proxies to be used at the 2001 annual
meeting of shareholders of Willamette Industries, Inc., an Oregon corporation
("Willamette" or the "Company"), and at any adjournments, postponements or
reschedulings thereof and any special meeting called in lieu thereof (the "2001
Annual Meeting"). Pursuant to this Supplement and the Proxy Statement,
Weyerhaeuser is soliciting proxies from shareholders of the Company (the
"Shareholders") to elect three nominees of Weyerhaeuser (the "Weyerhaeuser
Nominees") as Class A directors of the Company at the 2001 Annual Meeting.
According to the Company, the 2001 Annual Meeting will be held at the
Portland Art Museum, Grand Ballroom, 1119 Southwest Park Avenue, Portland,
Oregon, on Thursday, June 7, 2001, at 11:00 a.m. According to the Company, the
record date for determining those Shareholders who will be entitled to vote at
the 2001 Annual Meeting has been fixed as the close of business on April 16,
2001 (the "Record Date").
THIS SOLICITATION IS BEING MADE BY PARENT AND THE PURCHASER AND NOT ON
BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
This Supplement and the enclosed GOLD proxy card are first being sent or
given to Shareholders on or about March 23, 2001.
This Supplement supplements and amends the Proxy Statement with information
and a summary of developments since the Proxy Statement was first mailed to the
Shareholders on February 12, 2001, and should be read in conjunction with the
Proxy Statement. Unless defined in this Supplement, capitalized terms used in
this Supplement have the respective meanings set forth in the Proxy Statement.
1. SCHEDULED EXPIRATION OF THE OFFER
On March 12, 2001, Weyerhaeuser announced that the Offer had been extended
until 12:00 midnight, New York City time on Friday, May 18, 2001, unless
extended. The Offer previously had been scheduled to expire on March 30, 2001.
THIS SUPPLEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN OFFER
WITH RESPECT THERETO. THE OFFER IS MADE ONLY BY MEANS OF THE OFFER TO PURCHASE
AND THE RELATED LETTER OF TRANSMITTAL.
ELECTION OF THE WEYERHAEUSER NOMINEES WILL BE AN IMPORTANT STEP IN ALLOWING
YOU THE OPPORTUNITY TO RECEIVE THE CONSIDERATION TO BE RECEIVED BY SHAREHOLDERS
PURSUANT TO THE OFFER AND THE PROPOSED MERGER.
HOWEVER, YOU MUST TENDER YOUR SHARES PURSUANT TO THE OFFER AND ALL THE
CONDITIONS TO THE OFFER MUST BE SATISFIED OR WAIVED BEFORE YOU CAN RECEIVE THE
CASH PRICE TO BE PAID FOR SHARES PURSUANT TO THE OFFER. YOUR VOTE FOR THE
ELECTION OF THE WEYERHAEUSER NOMINEES AS DIRECTORS DOES NOT OBLIGATE YOU TO
TENDER YOUR SHARES PURSUANT TO THE OFFER.
2. CHANGE IN THE WEYERHAEUSER NOMINEES
On March 8, 2001, the Company announced that as of the date of the 2001
Annual Meeting, the size of the Board of Directors of the Company will be
reduced from 10 to nine directors, with three directors in each class. At the
2001 Annual Meeting, Weyerhaeuser will propose that Robert C. Lane, Thomas M.
Luthy and Evelyn Cruz Sroufe be elected as Class A Directors to fill the
positions of the three existing Class A Directors whose terms are expiring at
the 2001 Annual Meeting.
REASONS TO VOTE FOR THE WEYERHAEUSER NOMINEES
Weyerhaeuser urges all Shareholders to vote FOR the election of the
Weyerhaeuser Nominees. Set forth below are several reasons to vote FOR the
Weyerhaeuser Nominees.
- A VOTE FOR THE WEYERHAEUSER NOMINEES LETS THE COMPANY KNOW THAT YOU WANT
TO HAVE THE OPPORTUNITY TO ACCEPT THE OFFER.
Weyerhaeuser believes that the terms of the Offer and the Proposed
Merger are fair and generous to the Shareholders. In addition, Weyerhaeuser
believes that the Shareholders, as well as the Company's employees,
customers and suppliers and the communities and geographies in which the
Company operates, would benefit from the Offer and the Proposed Merger to a
greater extent than if the Company remains an independent entity. The
existing members of the Company's Board of Directors have recommended
against the Offer despite the fact that the $48.00 price to be paid in the
Offer represents a 38% premium to the $34.75 closing price on the New York
Stock Exchange on November 10, 2000, the last trading day before the
announcement of Weyerhaeuser's $48.00 cash proposal, and a premium of
approximately 60% to the average Share price for the 60 days prior to
November 10, 2000. The Company's Board of Directors, however, has taken
steps to impose transaction costs on companies seeking to acquire it, such
as Weyerhaeuser. Following the commencement of the Offer, the Company's
Board of Directors approved significant enhancements to the "golden
parachute" severance arrangements with a significant number of the Company's
highly paid employees. The Company has publicly disclosed that if all the
employees covered by such agreements were to cease employment with the
Company under the circumstances contemplated by the agreements, the total
amount payable would be approximately $60 million, exclusive of any
additional payments that may be necessary to cover excise tax liabilities in
connection with such payments. In addition, the Company has entered into
"golden parachute" severance arrangements with virtually all of its salaried
employees, for which it has not publicly disclosed the estimated costs, and
agreed to pay its financial adviser $30 million if no business combination
transaction involving the Company occurs prior to September 30, 2001 and a
potentially larger fee if a transaction is completed.
By voting for the Weyerhaeuser Nominees, Shareholders can demonstrate to
the other members of the Company's Board of Directors their support for the
proposed combination of the Company and Weyerhaeuser. We think the
Shareholders themselves should have the right to
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decide whether to accept the Offer, and the Weyerhaeuser Nominees are
expected to seek to influence their fellow board members to let the
Shareholders decide.
- A VOTE FOR THE WEYERHAEUSER NOMINEES WILL SEND A MESSAGE TO THE COMPANY
THAT YOU WANT THE COMPANY TO TAKE ACTION TO ELIMINATE OBSTACLES TO THE
OFFER.
Even if the Shareholders elect the Weyerhaeuser Nominees, the Purchaser
does not intend to consummate the Offer unless certain conditions to the
Offer are satisfied. These conditions include the redemption of the
Company's "poison pill" Rights and the removal of obstacles to the Proposed
Merger under the Oregon Control Share Act, the Oregon Business Combination
Statute and the supermajority voting provisions of Article VI of the
Company's Restated Articles of Incorporation. See "Introduction" and
Section 11 of the Offer to Purchase. The Company's Board of Directors has
the power to take action to eliminate these obstacles to the Offer and the
Proposed Merger. Although the Weyerhaeuser Nominees, if elected, will not by
themselves have the power to cause the Company's Board of Directors to act
to eliminate these obstacles, subject to their fiduciary duties to the
Company and the Shareholders under applicable law, the Weyerhaeuser Nominees
are expected to seek to influence their fellow directors to do so. By voting
for the Weyerhaeuser Nominees, Shareholders can tell the other members of
the Company's Board of Directors that they should take such action. In
addition, if the Weyerhaeuser Nominees are elected and the Company's Board
of Directors continues to recommend rejection of the Offer and the Proposed
Merger, Weyerhaeuser will be in a position to nominate for election at the
Company's 2002 annual meeting additional individuals committed to maximizing
value for Shareholders who, together with the Weyerhaeuser Nominees, would
constitute a majority of the Company's Board of Directors.
The accompanying GOLD proxy card will be voted in accordance with your
instructions on such GOLD proxy card. Shareholders may vote for the election of
the entire slate of Weyerhaeuser Nominees or may vote to withhold their Shares
by marking the proper box on the GOLD proxy card. Shareholders may also vote to
withhold their Shares from any one or more of the Weyerhaeuser Nominees by
marking the proper box and writing the name of any such Weyerhaeuser Nominee in
the space provided on the GOLD proxy card. Notwithstanding the foregoing,
Weyerhaeuser urges Shareholders to vote for all of the Weyerhaeuser Nominees on
the enclosed GOLD proxy card. If no direction is given, the enclosed GOLD proxy
card will be voted for the election of all of the Weyerhaeuser Nominees.
ELECTION OF DIRECTORS IS BY PLURALITY VOTE. SHARES NOT VOTED, INCLUDING
"BROKER NON-VOTES", AND SHARES VOTED TO "WITHHOLD AUTHORITY" WILL NOT BE TAKEN
INTO ACCOUNT IN DETERMINING THE OUTCOME OF THE ELECTION OF DIRECTORS.
A VOTE FOR THE WEYERHAEUSER NOMINEES WILL NOT OBLIGATE YOU TO TENDER SHARES
IN THE OFFER, NOR IS THE GRANT OF A PROXY TO WEYERHAEUSER A CONDITION TO
TENDERING SHARES IN THE OFFER. A VOTE FOR THE WEYERHAEUSER NOMINEES WILL HELP TO
GIVE THE SHAREHOLDERS AN OPPORTUNITY TO DECIDE FOR THEMSELVES WHETHER TO ACCEPT
THE OFFER.
WEYERHAEUSER STRONGLY RECOMMENDS A VOTE FOR THE WEYERHAEUSER NOMINEES.
Evelyn Cruz Sroufe, one of the Weyerhaeuser Nominees, has furnished the
following updated information regarding her principal occupation. On March 15,
2001, Ms. Sroufe became President of Websea Group, a consulting firm. She
previously had worked, since January 2000, in Transition Assistance with
Microsoft Corporation.
The Weyerhaeuser Nominees and their associates will not receive any
compensation from Weyerhaeuser for their service as directors of the Company. In
February 2001, Parent paid each Weyerhaeuser Nominee $25,000 in consideration of
such Weyerhaeuser Nominee's service as a Weyerhaeuser Nominee. According to
publicly available information, if elected as directors of the Company, the
Weyerhaeuser Nominees would receive from the Company an annual retainer of
$30,000 plus $1,500 for each meeting of the Company's Board of Directors and
$1,000 for each committee meeting attended. Committee chairs receive an
additional annual retainer of $2,500 from the Company.
S-3
Receipt of such fees may be deferred pursuant to the Company's 1999 Deferred
Compensation Plan at the election of each director. If elected, each
Weyerhaeuser Nominee also will receive from the Company an option to purchase
2,000 Shares and an additional option to purchase 2,000 Shares at each
subsequent annual meeting after which he or she is to continue to serve as a
director.
YOU CAN TAKE SOME IMMEDIATE STEPS TO HELP FACILITATE THE OFFER AND THE
PROPOSED MERGER:
(1) SIGN, DATE AND RETURN YOUR GOLD PROXY CARD TODAY, VOTING FOR THE
ELECTION OF THE WEYERHAEUSER NOMINEES; AND
(2) MAKE YOUR VIEWS KNOWN TO THE COMPANY'S BOARD OF DIRECTORS.
BY TAKING THESE STEPS, YOU WILL GIVE THE COMPANY'S BOARD OF DIRECTORS A
CLEAR MESSAGE THAT THEY SHOULD TAKE ALL NECESSARY STEPS TO ALLOW YOU TO HAVE THE
OPPORTUNITY TO RECEIVE THE CONSIDERATION TO BE RECEIVED BY SHAREHOLDERS IN THE
OFFER AND THE PROPOSED MERGER.
3. SHAREHOLDER PROPOSALS
At the 2001 Annual Meeting, Shareholders also will be able to vote on the
two shareholder proposals (the "Shareholder Proposals") described below. With
respect to each of the Shareholder Proposals, you may vote "for" or "against"
such matter or "abstain" from voting. According to the Company's By-laws,
assuming a quorum is present, each Shareholder Proposal will be approved if the
votes cast favoring a Shareholder Proposal exceed the votes cast opposing such
Shareholder Proposal. Shares not voted, including "broker non-votes", and Shares
that "abstain" from such vote will not be taken into account in determining the
outcome of the Shareholder Proposals. Shareholders will have no dissenters'
rights with respect to the Shareholder Proposals. A determination of how a
quorum will be calculated should be included in the Company's proxy statement.
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
the Shareholder Proposals. Weyerhaeuser intends to abstain from voting its 1,000
Shares on the Shareholder Proposals. If you have already voted your Shares on a
GOLD proxy card previously provided by Weyerhaeuser and do not complete and
return a later-dated proxy card, Weyerhaeuser intends to use the discretionary
authority granted to it on your previously returned GOLD proxy card to abstain
from voting those Shares on the Shareholder Proposals. If you wish to vote on
the Shareholder Proposals, you may do so by marking the appropriate box on the
enclosed GOLD proxy card. The accompanying GOLD proxy card will be voted in
accordance with your instructions on such GOLD proxy card. If no instructions
are indicated with respect to a Shareholder Proposal, Weyerhaeuser will abstain
from voting your Shares on that proposal.
BOARD DECLASSIFICATION PROPOSAL
Glen D. Heck has submitted the following shareholder proposal (the "Board
Declassification Proposal") to be acted upon at the 2001 Annual Meeting:
BE IT RESOLVED: That the shareholders of Willamette Industries Inc.
("Company") urge that the Board of Directors take the necessary steps to
declassify the Board of Directors for purpose of director elections. The
Board declassification shall be done in a manner that does not affect the
unexpired terms of directors previously elected.
Mr. Heck's statement in support of the Board Declassification Proposal and
the Company's recommendation against the proposal should be included in the
Company's proxy statement for the 2001 Annual Meeting.
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
the Board Declassification Proposal. Weyerhaeuser intends to abstain from voting
the 1,000 Shares it owns on this proposal at the 2001 Annual Meeting. If you
have already voted your Shares on a GOLD proxy card previously provided by
Weyerhaeuser and do not complete and return a later-dated proxy card,
Weyerhaeuser intends to use the discretionary authority granted to it on your
previously returned GOLD proxy card to abstain from voting those Shares on the
Board Declassification Proposal. If you
S-4
wish to vote on the Board Declassification Proposal, you may do so by marking
the appropriate box on the GOLD proxy card. Weyerhaeuser will vote your Shares
as instructed on such GOLD proxy card. If no choice is indicated, Weyerhaeuser
will abstain from voting your Shares on this proposal.
COMPENSATION COMMITTEE PROPOSAL
The Central Laborers' Pension, Welfare & Annuity Funds have submitted the
following shareholder proposal (the "Compensation Committee Proposal") to be
acted upon at the 2001 Annual Meeting:
RESOLVED, that the shareholders of Willamette Industries, Inc.
("Company") hereby request that the Company's Board of Directors take the
necessary steps to ensure that the Board's Executive Compensation Committee
is composed entirely of "independent" directors. For purposes of this
resolution, a director would not be considered independent if he or she is
currently or during the past five years has been:
- Employed by the Company or an affiliate in an executive capacity;
- Employed by a firm that is one of the Company's paid advisors or
consultants;
- Employed by a significant customer or supplier;
- Employed by a tax-exempt organization that receives significant
contributions from the Company;
- Paid by the Company pursuant to any personal services contract with the
Company;
- Serving in an executive capacity or as a director of a corporation on
which the Company's chairman or chief executive officer is a board
member; or
- Related to a member of management of the Company.
The statement of the Central Laborers' Pension, Welfare and Annuity Funds in
support of the Compensation Committee Proposal and the Company's recommendation
against the proposal should be included in the Company's proxy statement for the
2001 Annual Meeting.
Weyerhaeuser makes no recommendation as to how Shareholders should vote on
the Compensation Committee Proposal. Weyerhaeuser intends to abstain from voting
the 1,000 Shares it owns on this proposal at the 2001 Annual Meeting. If you
have already voted your Shares on a GOLD proxy card previously provided by
Weyerhaeuser and do not complete and return a later-dated proxy card,
Weyerhaeuser intends to use the discretionary authority granted to it on your
previously returned GOLD proxy card to abstain from voting those Shares on the
Compensation Committee Proposal. If you wish to vote on the Compensation
Committee Proposal, you may do so by marking the appropriate box on the GOLD
proxy card. Weyerhaeuser will vote your Shares as instructed on such GOLD proxy
card. If no choice is indicated, Weyerhaeuser will abstain from voting your
Shares on this proposal.
4. INFORMATION ABOUT PARTICIPANTS
Updated information regarding directors, executive officers and employees of
Parent or the Purchaser and other representatives of Weyerhaeuser who may
solicit proxies or assist in the solicitation of proxies is set forth on
Schedule I to this Supplement.
* * *
PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. IF YOU HAVE ALREADY SENT A PROXY TO THE
BOARD OF DIRECTORS OF THE COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE
ELECTION OF THE WEYERHAEUSER NOMINEES BY SIGNING, DATING AND MAILING THE
ENCLOSED GOLD PROXY CARD.
WEYERHAEUSER COMPANY
COMPANY HOLDINGS, INC.
March 23, 2001
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SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF PARENT AND THE PURCHASER AND CERTAIN EMPLOYEES AND OTHER
REPRESENTATIVES OF PARENT AND THE PURCHASER
The following information updates, and should be read in conjunction with,
the information set forth in Schedule II to the Proxy Statement.
CERTAIN EMPLOYEES OF PARENT WHO MAY ALSO SOLICIT PROXIES
The following table sets forth the name and present principal occupation or
employment of certain additional employees of Parent who may also solicit
proxies. The business address of each such person is c/o Weyerhaeuser Company,
33663 Weyerhaeuser Way South, Federal Way, Washington 98003 and the telephone
number of each such person is (253) 924-2345. Each person listed below is a
citizen of the United States.
NAME PRESENT OFFICE WITH PARENT
------------------------------------------ -------------------------------------------------------------------
Bruce D. Amundson......................... Director of Financial and External Communications
Montye C. Male............................ Vice President, Corporate Communications
INTERESTS OF NAMED INDIVIDUALS
Updated information regarding the beneficial ownership of Parent Common
Shares, Exchangeable Shares and Parent Options is set forth below.
PARENT COMMON
SHARES AND PARENT
EXCHANGEABLE COMMON SHARE PARENT
NAME AND TITLE SHARES(1) EQUIVALENTS(2) OPTIONS(3)
-------------- ------------- -------------- ----------
Bruce D. Amundson (Director of Financial and External
Communications)....................................... 473 -- 4,046
William R. Corbin (Executive Vice President, Wood
Products)............................................. 4,092 14,141 253,490
Robert A. Dowdy (Vice President and General Counsel of
the Purchaser)........................................ 2,477 3,561 94,679
W. John Driscoll (Director)............................. 3,894,764 2,107 --
C. William Gaynor (Senior Vice President, Canada)....... 1,702 -- 45,579
Richard C. Gozon (Executive Vice President, Pulp, Paper
and Packaging)........................................ 26,927 14,895 262,890
Claire S. Grace (Director and Secretary of the
Purchaser)............................................ 308 -- 10,270
Richard E. Hanson (Senior Vice President,
Timberlands).......................................... 4,509 10,690 108,318
Richard F. Haskayne (Director).......................... 3,000 1,082 4,629
Robert J. Herbold (Director)............................ 200 1,272 --
Steven R. Hill (Senior Vice President, Human
Resources)............................................ 8,088 -- 129,130
Mack L. Hogans (Senior Vice President, Corporate
Affairs).............................................. 2,890 4,181 104,410
Martha R. Ingram (Director)............................. 262,569 1,460 --
John I. Kieckhefer (Director)........................... 4,491,798 11,050 --
Arnold G. Langbo (Director)............................. 200 1,717 --
I-1
PARENT COMMON
SHARES AND PARENT
EXCHANGEABLE COMMON SHARE PARENT
NAME AND TITLE SHARES(1) EQUIVALENTS(2) OPTIONS(3)
-------------- ------------- -------------- ----------
Montye C. Male (Vice President, Corporate
Communications)....................................... 744 -- 22,145
Donald F. Mazankowski (Director)........................ 800 3,329 --
Kathryn F. McAuley (Managing Director of Investor
Relations)............................................ 617 -- 4,000
Jeffrey W. Nitta (Director and Assistant Treasurer of
the Purchaser)........................................ 2,508 -- 20,205
Larry W. Pollock (Vice President and Assistant Secretary
of the Purchaser)..................................... 398 3,622 65,895
Steven R. Rogel (Chairman of the Board of Directors,
President and Chief Executive Officer)................ 1,236 56,977 735,000
William D. Ruckelshaus (Director)....................... 1,600 5,633 --
Richard H. Sinkfield (Director)......................... 500 3,222 --
Kenneth J. Stancato (Vice President and Controller)..... 14,274 8,539 76,323
William C. Stivers (Executive Vice President and Chief
Financial Officer).................................... 13,774 11,977 170,200
James N. Sullivan (Director)............................ 1,000 2,880 --
Richard J. Taggart (Vice President and Treasurer of the
Purchaser)............................................ 3,783 5,180 54,292
George H. Weyerhaeuser, Jr. (Senior Vice President,
Technology)........................................... 130,783 -- 103,560
Clayton K. Yeutter (Director)........................... 500 1,635 --
------------------------
(1) As of March 16, 2001. Includes Parent Common Shares held in benefit plans as
of March 15, 2001.
(2) Parent Common Share Equivalents held under the Fee Deferral Plan for
Directors, the Incentive Compensation Plan for Executive Officers and
performance share plans and deferred compensation plans for employees, as of
March 16, 2001.
(3) Includes both vested and unvested options to acquire Parent Common Shares,
as of March 16, 2001.
I-2
IMPORTANT
Tell your Board what you think! Your vote is important. No matter how many
Shares you own, please give Weyerhaeuser your proxy FOR the election of the
Weyerhaeuser Nominees as directors by taking three steps:
1. SIGNING the enclosed GOLD proxy card.
2. DATING the enclosed GOLD proxy card.
3. MAILING the enclosed GOLD proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States).
If you hold your Shares in the name of one or more brokerage firms, banks or
nominees, 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 as directors.
If you are a participant in the Willamette Industries Stock Purchase 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.
If you have any questions or require any assistance in voting your Shares,
please call:
[INNISFREE M&A INCORPORATED LOGO]
501 Madison Avenue, 20th Floor
New York, NY 10022
CALL TOLL-FREE: (877) 750-5838
Banks and Brokers Call Collect: (212) 750-5833
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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 following nominee(s):
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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.
(Continued and to be dated and signed on reverse side.)
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.
DATED: ___________________________
__________________________________
(Signature)
__________________________________
(Signature if jointly held)
Title: ___________________________
Please sign 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.
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE
ENCLOSED.