-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HptAMi1rTT0L+7q4ru/emRyUre1+hMMFUlDoXfWG790Bj5htWLvI6ggu/mBfRLp/ yA4+bvI03uNCT7u4UfZajQ== 0000950157-01-000111.txt : 20010224 0000950157-01-000111.hdr.sgml : 20010224 ACCESSION NUMBER: 0000950157-01-000111 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001201 DATE AS OF CHANGE: 20010216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLAMETTE INDUSTRIES INC CENTRAL INDEX KEY: 0000107189 STANDARD INDUSTRIAL CLASSIFICATION: 2621 IRS NUMBER: 930312940 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-12545 FILM NUMBER: 1525826 BUSINESS ADDRESS: STREET 1: 1300 SE FIFTH AVE SUITE 3800 STREET 2: P O BOX 22187 CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032275581 MAIL ADDRESS: STREET 1: 3800 FIRST INTERSTATE TOWER STREET 2: 1300 SW FIFTH AVENUE CITY: PORTLAND STATE: OR ZIP: 97201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEYERHAEUSER CO CENTRAL INDEX KEY: 0000106535 STANDARD INDUSTRIAL CLASSIFICATION: 2400 IRS NUMBER: 910470860 STATE OF INCORPORATION: WA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 BUSINESS PHONE: 2539242345 MAIL ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 DFAN14A 1 0001.txt SCHEDULE 14A 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 [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.14a-12 WILLAMETTE INDUSTRIES, INC. ----------------------- (Name of Registrant as Specified in its Charter) ----------------------- 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: - - - - - - - - - - - ---------- [ ] 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: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: EXPLANATORY NOTE Originally filed on December 1, 2000. Refiled for EDGAR indexing purposes only. [Weyerhaeuser Company logo] Creating the Premier Forest Products Company [Image of Conifer] November 2000 Forward Looking Statements These slides include "forward-looking statements" that express expectations of future events on results. All statements based on future expectations rather than on historical facts are forward-looking statements that involve a number of risks and uncertainties, and the Weyerhaeuser Company ("Weyerhaeuser") cannot give assurance that such statements will prove to be correct. [Weyerhaeuser Company logo] Tender Offer o Value -- $48 per share in cash o Commencement Date -- November 29, 2000 o Expiration Date - January 4, 2001, unless extended o Customary conditions to closing, including: o Minimum tender of a majority of the Willamette shares on a fully diluted basis o Redemption of Willamette's "poison pill" and removal of other defensive measures o Expiration of the Hart-Scott-Rodino waiting period [Weyerhaeuser Company logo] Offer Overview o Tender offer for $48 per share in cash o 38% premium to Willamette share price and 60% premium to 60-day average (1) o Aggregate pro forma transaction value is $7.1 billion, including $1.7 billion of assumed debt o Merger expected to be accretive to cash flow, earnings per share and shareholder value o Combination expected to generate $300MM of annual synergies o Expect to retain investment grade credit rating o Purchase accounting o Weyerhaeuser has received financing commitments necessary to complete transaction from Morgan Stanley Dean Witter and The Chase Manhattan Bank Note: (1) As of November 10, 2000. [Weyerhaeuser Company logo] Strategic Overview o Willamette is a unique fit with Weyerhaeuser's core product portfolio o Enhanced industry position o Improved pulp, paper and packaging business mix o Complementary timberlands position [Weyerhaeuser Company logo]
Enhanced Industry Position Top Global Containerboard & Kraft Producers Top Global Uncoated Freesheet Producers Rank Company Capacity Rank Company Capacity - - - - - - - - - - - ---- ------- -------- ---- ------- ------ (MSTPY) (MSTPY) 1 Smurfit-Stone Container 7,770 1 International Paper (2) 5,504 2 International Paper (1) 6,126 2 Weyerhaeuser + Willamette 2,799 3 Weyerhaeuser + Willamette 6,100 3 Asia Pulp & Paper 2,724 (3) Weyerhaeuser 4,270 4 Georgia-Pacific + Fort James 2,715 4 Georgia-Pacific + Fort James 3,946 5 Nippon + Daishowa 2,542 5 Jefferson Smurfit 3,188 (9) Willamette 1,415 (12) Willamette 1,830 (10) Weyerhaeuser 1,384 Top N.A. Timberland Owners Top N.A. Structured Panel Producers Rank Company Capacity Rank Company Capacity - - - - - - - - - - - ---- ------- -------- ---- ------- ------ (M Acres) (MMSqFt, 3/8") 1 International Paper 14,023 1 Georgia-Pacific + Fort James 7,642 2 Weyerhaeuser + Willamette 7,731 2 Louisiana Pacific 6,555 3 Plum Creek + The Timber Company 7,555 3 Weyerhaeuser + Willamette(3) 6,380 (3) Weyerhaeuser 6,003 (3) Weyerhaeuser 4,736 4 Canfor 4,370 4 International Paper 3,165 5 Rayonier 3,232 5 Boise Cascade 1,955 (11) Willamette 1,730 (7) Willamette (3) 1,644
Notes: (1) Excludes 230,000 tons slated for closure as announced on October 19, 2000. (2) Excludes 820,000 tons slated for closure as announced on October 19, 2000. (3) Excludes Dallas, Oregon (closed) and Ruston, Louisiana plywood mills (in the process of closing) Sources: Miller Freeman 1999, public data [Weyerhaeuser Company logo] Improved Pulp, Paper & Packaging Business Mix Weyerhaeuser Willamette ------------ ---------- [Pie Chart] [Pie Chart] Containerboard 48% Containerboard/54% Uncoated Uncoated Freesheet 15% Freesheet 42% Market Pulp 28% Market Pulp 4% Other 9% Total: 9.0MM STPY Total: 3.4MM STPY Combined -------- [Pie Chart] Containerboard 49% Uncoated Freesheet 23% Market Pulp 21% Other 7% Total: 12.4MM STPY Source: Miller Freeman 1999 adjusted for announced changes to capacity. [Weyerhaeuser Company logo] Complementary Timberlands Position (1) (Acres in thousands) Western Coastal Canadian (2) Timberlands ----------------------------- --------------- Weyerhaeuser (cutting rights) 33,500 Weyerhaeuser 1,960 Weyerhaeuser (owned) 663 Willamette 610 [Maps of the United States, Canada, Australia, New Zealand and Uruguay indicating location of Weyerhaeuser and Willamette timberlands] Weyerhaeuser - International (3) - - - - - - - - - - - ---------------------------- Southern Timberlands New Zealand (leased) 151 -------------------- New Zealand (owned) 42 Weyerhaeuser (owned) 3,290 Australia 63 Weyerhaeuser (leased) 490 Uruguay 237 Willamette 1,118 Notes: (1) Does not include controlled acreage. (2) Forests in Canada are publicly owned and administered by provincial governments. Weyerhaeuser Canada holds renewable, long term licenses on 32.8MM acres in five provinces and owns 663,000 acres in British Columbia. (3) Joint venture ownership. Source: Company Data [Weyerhaeuser Company logo] Strategic Rationale o Willamette is a unique fit with Weyerhaeuser's core product portfolio o Combined business has better prospects than either company on a stand alone basis o Accretive in Year 1 o Significant cost savings and synergies expected o Operating costs o Capital expenditures o Creates opportunity to rationalize assets and lower costs in our Pulp, Paper and Packaging and Wood Products businesses o Complementary management strengths and cultures Creates the premier forest products company [Weyerhaeuser Company logo] Consistent with Strategic Vision o Position Weyerhaeuser to be the best forest products company in the world o Create shareholder value o Growth through disciplined acquisitions (Not through construction of new capacity) o Strengthen core businesses o Drive manufacturing and support services efficiencies to higher levels o Allocate capital more effectively Willamette fits all of these criteria [Weyerhaeuser Company logo] Consistent with Financial Strategy o Strongly accretive o Cash flow and earnings per share o Accelerates long-term earnings growth o Efficient and effective use of capital o Capital expenditure discipline o Committed to capital spending of no more than 90% of depreciation after year one o Maintains sound capital structure and investment grade credit ratings [Weyerhaeuser Company logo] Synergies o $300MM of synergies achievable within 3 years (1) o 40% by year 1 o 80% by year 2 o 100% by year 3 o In line with precedent transactions Note: (1) Based on industry and public information. [Weyerhaeuser Company logo] Ability to Deliver o Disciplined approach to acquisitions o Growth and focus in core businesses o Successful record of acquiring and integrating o MacMillan Bloedel o Trus Joist International o Dryden Mill o Proven management track record of capturing synergies [Weyerhaeuser Company logo] Pro Forma Overview (Dollars in millions) Weyerhaeuser + 2000E Statistics (1) Weyerhaeuser Willamette Willamette - - - - - - - - - - - -------------------- ------------ ---------- -------------- Revenues $15,492 $4,479 $19,971 EBITDA 2,583 971 3,854 (2) Capital Expenditures 750 400 1,150 DD&A 797 310 1,107 Deferred Taxes 140 95 235 Notes: (1) Weyerhaeuser and Willamette 2000E operating numbers based on Morgan Stanley Dean Witter equity research. (2) Pro Forma 2000E EBITDA includes $300 MM of synergies for illustrative purposes. $300MM in annual synergies expected to be achieved by 2003. [Weyerhaeuser Company logo] Pro Forma Credit Profile (1) (Dollars in millions) Pro Forma Weyerhaeuser Weyerhaeuser/Willamette (2) ------------ ----------------------- Total Debt $4,932 $12,061 Cash $73 $89 Total Book Equity $6,463 $6,463 EBITDA/Interest 8.8x 3.8x Total Debt/EBITDA 2.1x 3.3x Debt/Total Capitalization (3) 36.4% 56.9% FFO/Total Debt 32.7% 17.6% Credit Rating A3/A Retains sound capital structure and investment grade credit rating Notes: (1) Excludes WRECO statistics. Based on 2000E Morgan Stanley Dean Witter equity research estimates. (2) Includes $300MM of synergies. (3) Total Capitalization is defined as book equity + debt + deferred taxes - cash. [Weyerhaeuser Company logo] Longstanding Interest in Willamette o August 11, 1998 Weyerhaeuser sends letter to Willamette Board of Directors offering to merge in a stock-for-stock transaction o August 20, 1998 Willamette Board rejects offer * * * * * * * * * * * * * o August 2, 2000 Weyerhaeuser Chairman meets with Willamette Chairman to reaffirm interest in Willamette o August 28, 2000 Weyerhaeuser proposes to acquire Willamette in a part stock, part cash transaction o September 8, 2000 Willamette Board rejects offer o November 6, 2000 Weyerhaeuser proposes to acquire Willamette for $48 per share in cash o November 9, 2000 Willamette Board fails to act on proposal o November 13, 2000 Weyerhaeuser publicly announces proposal o November 15, 2000 Willamette Board rejects offer o November 29, 2000 Weyerhaeuser commences cash tender offer [Weyerhaeuser Company logo] Creating the Premier Forest Products Company Weyerhaeuser / Willamette Combination ------------------------- o Value for shareholders of both companies |X| o Accretive to cash flow, earnings per share and shareholder value |X| o $300MM in annual synergies |X| o Track record of performance |X| o Enhanced manufacturing scale and product position |X| o Strengthens capital management discipline |X| o Expect to retain investment grade credit rating |X| o Sustainable forestry management |X| o Complementary management and cultures |X| [Weyerhaeuser Company logo] [Weyerhaeuser Company logo] The future is growing... [Weyerhaeuser Company logo] Appendix A Complementary Assets - Pulp and Papermaking [Maps of the United States, Canada and Mexico indicating locations of Weyerhaeuser and Willamette pulp and papermaking facilities] Source: Miller Freeman 1999, Company Data [Weyerhaeuser Company logo] Appendix B Complementary Assets - Wood Products [Maps of the United States, Canada, Ireland, France, Mexico, Australia and New Zealand indicating location of Weyerhaeuser and Willamette wood products facilities] Source: Company Data [Weyerhaeuser Company logo] Legend Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser Company ("Weyerhaeuser"), has commenced a tender offer for all the outstanding shares of common stock of Willamette Industries, Inc. ("Willamette") 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 Thursday, January 4, 2001. CHI may extend the offer and currently expects that the offer will be extended until the principal conditions to the offer, which are described in the Offer to Purchase forming part of CHI's tender offer statement, are satisfied. 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. Investors and security holders are urged to read any proxy statement regarding the proposed business combination described herein, when it becomes available, because it will contain important information. Each such proxy statement will be filed with the Securities and Exchange Commission. Investors and security holders may obtain a free copy of the tender offer statement, each such proxy statement (when it is available) and other documents filed by Weyerhaeuser with the Commission at the Commission's website at http://www.sec.gov. The tender offer statement, each such proxy statement (when it is available) and t hese ot her documents may also be obtained for free from Weyerhaeuser by directing a request to Kathryn McAuley at (253) 924-2058. Detailed information regarding the names, affiliations and interests of individuals who may be deemed participants in the solicitation of proxies of shareholders of Willamette by Weyerhaeuser and CHI is available in a filing made by Weyerhaeuser with the Commission pursuant to Rule 14a-12 on November 29, 2000. [Weyerhaeuser Company logo] -----END PRIVACY-ENHANCED MESSAGE-----