SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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14a-6(e)(2))
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[ ] 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)
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an update to our shareholders
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 $48.00 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, March 30, 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 our shareholders: I wanted to update you on our efforts to acquire
Willamette Industries, Inc. As I mentioned in my annual report letter, we
are renewing Weyerhaeuser to best position the company to continue to
provide our shareholders with industry-leading performance. Over the last
few years the competitive landscape of the forest products industry has
changed dramatically. Global competition and market conditions now
require companies like Weyerhaeuser to have critical mass and an
international presence in order to continue to be successful.
One of our most recent steps toward our goal of creating the premier
global leader in forest products is our proposed acquisition of
Willamette for $48 per share. We initiated our effort to acquire
Willamette because the board and management of Weyerhaeuser believe the
combination will result in a company with high quality assets and skilled
people focused on complementary products. Both companies are proud of
their reputation within the industry for the stewardship of timberlands,
and our timber positions in the Pacific Northwest and Southeast will
yield significant benefits in timber management. Weyerhaeuser already has
strong leadership positions in market pulp, timberlands and lumber
production. The proposed combination will significantly enhance our
leadership in white papers, containerboard and packaging, structural
panels and engineered wood products.
Equally important, the proposed combination will result in a more
balanced business mix than either company currently has on its own,
leading to increased financial strength throughout the business cycle.
The transaction is anticipated to be accretive to Weyerhaeuser's cash
flow and earnings per share in the first year after close, while
maintaining Weyerhaeuser's investment-grade credit rating. We are excited
about the benefits that this transaction would bring to our company.
We are pleased to report that as of February 1, 2001, the date of
our latest tender offer extension, Willamette shareholders had tendered
approximately 51 percent of Willamette's outstanding common shares into
our offer. By doing so, Willamette shareholders sent a strong message to
Willamette's board in favor of our premium offer, but, to date, the
Willamette board has chosen to ignore the view of its shareholders. We
have extended the tender offer until March 30.
We prefer to work cooperatively with Willamette to negotiate a
mutually beneficial transaction. However, Willamette continues to refuse
to meet with us and we are proceeding to solicit proxies from Willamette
shareholders to elect four independent directors to the Willamette board
at Willamette's next annual meeting. The annual meeting is normally held
in April, but has not yet been scheduled. We believe the Weyerhaeuser
nominees are committed to maximizing shareholder value, and would act in
Willamette shareholders' best interests by seeking to influence their
fellow board members to let the shareholders decide whether to accept
Weyerhaeuser's offer.
While this process continues, we will maintain our focus on
Weyerhaeuser's performance. We have the skills and the resources to meet
the challenges presented by the 21st century to become the best forest
products company in the world.
Sincerely yours,
/s/ STEVEN R. ROGEL
STEVEN R. ROGEL
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
FEBRUARY, 2001