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The Shareholder Forum

The Shareholder Forum supports investor interests in corporate enterprise value with services that require independence – and that may benefit from the Forum’s network resources and recognition for advocacy of long term investor interests – to assure a definition of relevant issues and fair access to information that can be relied upon by both corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace functions have been carefully developed and tested to allow any investor to participate in its communications, either anonymously or visibly, without acting in concert. Established originally to accommodate professional fund managers, this independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by fiduciaries who are responsible for informed decisions.

Initiated in 1999 by the CFA Society of 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 its members, and independently supported by Mr. Lutin since 2001, Forum programs have achieved wide recognition for their effective definition of important issues and 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.

Currently important applications of the Forum’s independent position include the support of corporate managers who wish to provide the leadership expected of them by responding to shareholder engagement as well as activist challenges with orderly reviews of issues relevant to long term investor interests.

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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)

December 19, 2001

Major Business News

Willamette Board Agrees to Explore
Weyerhaeuser Offer, Other Options


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

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