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: Opportunity for Value Enhancement

(December 19, 2001)

(includes Wall Street Journal, December 19, 2001, "Willamette Board Agrees to Explore Weyerhaeuser Offer, Other Options")

From: Gary Lutin
To: Distribution: Willamette Shareholders
Sent: Wednesday, December 19, 2001 9:19 AM
Subject: Opportunity for value enhancement

 
Willamette's announcement of their decision to explore the Weyerhaeuser bid, as well as other alternatives including the Georgia Pacific transaction, appears to be a ritualistic defensive response to satisfy legal standards of director fiduciary duties.
 
Although the announcement may not signal a change in management intentions, the board's appreciation of director fiduciary duties suggests that they will now follow some fairly predictable processes.  This presents an opportunity to make the board responsive to shareholder interests.
 
You'll note in the article copied below that the Willamette board plans to meet again in the first week of January to review alternatives.  That gives shareholders a little time to help define those alternatives, if anyone's interested in value enhancement.
 
                GL - 12/19/01
 
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
(Tel: 212/605-0335)
(Fax: 212/605-0325)
 

[WSJ.com]
December 19, 2001

Major Business News

Willamette Board Agrees to Explore
Weyerhaeuser Offer, Other Options

By ROBIN SIDEL
Staff Reporter of THE WALL STREET JOURNAL
 

Willamette Industries Inc. said it would sit down with hostile suitor Weyerhaeuser Co. to discuss its $6.1 billion unsolicited takeover offer, marking the first time in more than a year that Willamette agreed to talk with its forest-products rival.

But Willamette stopped short of embracing the bid, saying it would continue to negotiate another transaction with Georgia-Pacific Corp., as well as explore other "value enhancing" alternatives.

Willamette said its board would reconvene in the first week of January to review the alternatives.

The move came less than a week after Weyerhaeuser raised its offer for Willamette by 10% to $55 a share. The Willamette board of directors met to discuss the revised offer, but didn't take a position with regard to it.

"We are ready to meet immediately with Willamette," a Weyerhaeuser spokesman said. Weyerhaeuser, Federal Way, Wash., launched the hostile bid for Willamette in November 2000. Willamette has repeatedly rejected Weyerhaeuser's offer.

[Go]1Investment Firm Threatens Proxy Fight if Willamette Doesn't Consider Latest Bid (Dec.17)

[Go]2Weyerhaeuser Increases by 10% Its Bid for Willamette Industries (Dec. 14)
 

[Go]3Willamette Is in Talks to Create Combination With Georgia-Pacific Building-Products Unit (Dec. 11)

A Willamette spokesman said the discussions would focus on valuation and synergies, adding that Willamette would provide information that has been previously unavailable to Weyerhaeuser. In raising the bid last week, Weyerhaeuser described the $55-a-share bid as its final offer.

Weyerhaeuser raised the bid after Willamette disclosed it was in discussions for a deal to combine with the building-products business of Georgia-Pacific. News of a potential deal with Georgia-Pacific caused concern among some investors that Weyerhaeuser would drop its bid if Willamette pursued the other transaction. Those worries have kept shares of Willamette trading well below Weyerhaeuser's offer price.

Shares of Willamette were down three cents to $48.57 in 4 p.m. composite trading on the New York Stock Exchange Tuesday. Willamette issued the statement after the close of trading. Weyerhaeuser shares were up $1.12 to $54.23, also on the Big Board.

Weyerhaeuser earlier this year won three seats on the Willamette board of directors and is widely expected to seek another three seats next year as long as there is no deal with Georgia-Pacific. If that bid is successful, Weyerhaeuser-backed nominees would gain control of the Willamette board.

Write to Robin Sidel at robin.sidel@wsj.com4


URL for this Article:
http://interactive.wsj.com/archive/retrieve.cgi?id=SB1008718110228787840.djm


Hyperlinks in this Article:
(1) http://interactive.wsj.com/archive/retrieve.cgi?id=SB1008596203655822800.djm
(2) http://interactive.wsj.com/archive/retrieve.cgi?id=SB1008263562435124160.djm
(3) http://interactive.wsj.com/archive/retrieve.cgi?id=SB1008021846305949400.djm
(4) mailto:robin.sidel@wsj.com

 



Copyright © 2001 Dow Jones & Company, Inc. All Rights Reserved.

 

 

 

 

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