The Shareholder Forum

supporting investor access

for the informed use of capital to produce goods and services

 

The Shareholder Forum

Purpose

The Shareholder Forum provides all decision-makers – from the ultimate owners of capital to the corporate managers who use their capital, and all of the professionals in between – with reliably effective access to the information and views participants consider relevant to their respective responsibilities for the common objective of using capital to produce goods and services.

Access Policies

To provide the required investor access without regulatory constraints, the Forum developed policies and practices allowing it to function as an SEC-defined independent moderator. We also adopted well-established publishing standards to assure essential participant privacy and communication rights.

These carefully defined and thoroughly tested Forum policies are the foundation of our unique marketplace resource for clearly fair access to information and exchanges of views.

History

We have been doing this for more than two decades. The Forum programs were initiated in 1999 by the CFA Society New York (at the time known as the New York Society of Security Analysts) with lead investor and former corporate investment banker Gary Lutin as guest chairman to address the professional interests of the Society’s members.

Independently supported by Mr. Lutin since 2001, the Forum’s public programs – often in collaboration with the CFA Society as well as with other educational institutions such as the Columbia Schools of Business and Journalism, the Yale School of Management and The Conference Board – have achieved wide recognition for their effective definition of both company-specific and marketplace issues, followed by an orderly exchange of the information and views needed to resolve them.

The Forum's ability to convene all key decision-making constituencies and influence leaders has been applied to subjects ranging from corporate control contests to the establishment of consensus marketplace standards for fair disclosure, and has been relied upon by virtually every major U.S. fund manager and the many other investors who have participated in programs that addressed their interests.

Commitment

The Forum welcomes suggestions for its continuing support of fair access to the information needed by both shareholders and corporate managers.

Responding to the recent increases in investor engagement and activism, we have established a strong policy commitment to supporting corporate managers who wish to provide the leadership expected of them by assuring orderly reviews of issues. We will of course also continue to welcome the initiation of company-specific programs by shareholders concerned with the use of their capital to produce goods and services, and we naturally remain committed to addressing general marketplace interests in collaboration with educational institutions and publishers.

 

Forum Report: Situation Analysis, Prospects for Value Enhancement

(July 4, 2001)

(includes July 4, 2001 Financial Times, "Weyerhaeuser faces prospect of long war")

From: Gary Lutin
To: Distribution: Willamette Shareholders
Sent: Wednesday, July 04, 2001 3:36 PM
Subject: FT: Situation analysis, prospects for value enhancement

 
As indicated in the report copied below, the Willamette-Weyerhaeuser situation is developing exactly as expected in the post-election phase.  (See my 6/5/01 email summary of the opposing positions, copied beneath the FT article.)
 
What happens now, to the negotiating process as well as to Willamette's stock price, depends on whether shareholders are willing to assert their own interests in an alternative to the management squabbling contest.  If anyone wants to do anything about this "value enhancement opportunity," let me know.
 
                    GL - 7/4/01
 

 
 

Hopes of a relatively quick resolution to the USDollars 7.2bn takeover battle between Weyerhaeuser and Willamette, the rival US forest products groups, have been dashed after a vote by Willamette shareholders provided neither side with a clear-cut mandate.

The result of Monday's vote, in which Weyerhaeuser barely managed to gain a foothold on Willamette's board, was seen as the worst possible scenario for shareholders of the two companies, which now face the prospect of a year-long war of attrition.

The shareholder vote, which Weyerhaeuser won by less than 1 per cent, was designed to pressure Willamette into takeover negotiations. Willamette has since last November bitterly resisted Weyerhaeuser's offer, which has been raised to the current price of USDollars 50 per share, for a total of Dollars 5.5bn in cash and Dollars 1.7bn in assumed debt.

Weyerhaeuser's success in getting its three candidates elected to Willamette's nine-member board increases the likelihood that the larger Weyerhaeuser could eventually succeed in taking control of its target.

But Weyerhaeuser will have to wait another year for a chance to alter the balance of power on Willamette's board and the close result left observers wondering what each company would do next.

Weyerhaeuser claims its victory shows Willamette shareholders want their board to enter into negotiations that would lead to a takeover agreement.

Willamette argues that the closeness of the vote suggests there is no mandate to sell the company.

Observers were divided on how the war would unfold. Mark Wilde, analyst at Deutsche Banc Alex Brown, said Willamette was not likely to be willing to risk losing control of its board in another shareholder vote.

He argued that pressure on Willamette to conclude a deal would increase significantly in the first quarter of 2002 as the date of the next shareholder meeting approached.

Others, however, questioned whether Weyerhaeuser would be willing to wait that long. Takeover battles are distracting at the best of times and more so in an industry struggling to reduce capacity to meet demand. Some observers argue Weyerhaeuser cannot make capacity rationalisation plans until it knows exactly how much capacity is available to be cut.

Weyerhaeuser has denied its strategy and operations have been negatively affected by the uncertainty, but some observers believe it would be better off raising its offer sooner than later.

"Because the vote wasn't a runaway, Weyerhaeuser will have to bump it up to the mid- to high-Dollars 50s," said one industry observer.

What is almost certain is that this battle will be fought strictly between the two companies. With both based in the Pacific north-west, they would provide greater synergies than any other combination.

Copyright: The Financial Times Limited

 


 

 

----- Original Message -----
From: Gary Lutin
To: Distribution: Willamette Shareholders
Sent: Tuesday, June 05, 2001 10:28 AM
Subject: Responses to 5/29 letter

 
The responses of both Willamette's and Weyerhaeuser's chairmen -- or, more accurately, their failure to respond -- indicates that both sides are dedicated to fighting rather than negotiating.
 
Willamette's Swindells essentially reaffirmed his "go away" position.
 
Weyerhaeuser's Rogel never called, apparently changing his mind after asking me to wait for his return on Monday (yesterday).
 
Under these circumstances, shareholders should assume that there is a high probability that both sides will continue their squabbling after the June 7th vote.  Willamette's management has demonstrated their dedication to a "no surrender" strategy and can be expected to focus on disparaging Weyerhaeuser and its delegates' disruption of Willamette's board.  Weyerhaeuser, by their failure to exploit my letter's opportunity to position themselves for negotiations, has signaled their very logical adoption of a standard strategy for completing the acquisition of a "captive" company at the lowest possible cost -- after allowing some deterioration in market value, which they will of course blame on Willamette's management.
 
There appears to be little chance now that either side will be genuinely receptive to a cooperative process of negotiation, either before or after the vote.  (Of course, as part of their positioning, both sides will probably claim that they would be willing but that the other side is obstructive.)  But I will continue to observe the situation, and will welcome suggestions of anything I might do to support shareholder interests.
 
                GL - 6/5/01 

 

 

 

 

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Publicly open programs of the Shareholder Forum are conducted for free participation of all shareholders of a subject company and any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

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