SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] 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):
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[ ] Fee paid previously with preliminary materials.
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[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE SHAREHOLDERS
FEDERAL WAY, Wash., May 22, 2001 - Weyerhaeuser Company (NYSE: WY) today
sent the following letter to shareholders of Willamette Industries, Inc.
(NYSE: WLL):
May 22, 2001
Dear Willamette Shareholder:
The Willamette board has undertaken a six-month effort to prevent
Weyerhaeuser from consummating our tender offer and delivering premium
value to you, the Willamette shareholders. At Willamette's long-delayed
annual meeting on June 7th, you will have an opportunity to send a
message to the Willamette board that they cannot ignore. You will be able
to elect directors who are committed to maximizing value for shareholders
NOW. We believe the only way to facilitate the proposed combination is to
vote the GOLD proxy card FOR the election of the Weyerhaeuser nominees.
WILLAMETTE REFUSES TO DISCUSS THE POSSIBILITY OF AN INCREASED PRICE
WITH WEYERHAEUSER
William Swindells, chairman of Willamette, and his board have refused to
negotiate or even discuss with Weyerhaeuser the details of our offer to
acquire Willamette or our willingness to pay an increased price. We think
that the Willamette board has made it crystal clear that the company they
have been entrusted to manage for you is simply not for sale, at any
price.
IF WILLAMETTE IS PREPARED TO NEGOTIATE A DEFINITIVE MERGER AGREEMENT
PROMPTLY, WEYERHAEUSER IS WILLING TO INCREASE ITS OFFER ABOVE $50 PER
SHARE. Meanwhile, William Swindells, his board and management continue to
hide behind a staggered board and poison pill. Now is the time for
Willamette shareholders to take control of their company to maximize the
value of their shares.
IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED WE WILL
WITHDRAW OUR OFFER
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.
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SEND A MESSAGE TO THE WILLAMETTE BOARD
DON'T DELAY--VOTE GOLD TODAY
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 vote FOR the
election of the Weyerhaeuser nominees on your GOLD proxy card.
Very truly yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and
Chief Executive Officer
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| 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. |
| |
| "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. If you need a new GOLD instruction form |
| or have any questions about how to instruct the Plan Trustee or |
| whether your voting instructions have been received, please contact |
| the Willamette Industries Stock Purchase Plan Information Agent, |
| D.F. King & Co., Inc., at 1-800-207-3155 (toll-free). 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 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.
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