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.

Having pioneered what became the widespread practice of "corporate access" events over two decades ago, the Forum continues to refine its "Direct Access" practices to assure effective support of marketplace interests.

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.

• Many industry experts believe that a combination of Willamette and Weyerhaeuser would have unique strategic benefits, especially in the context of global competition.  There has been no definition of any alternative strategy which presents comparable opportunities and risk reduction for Willamette's shareholders, or for Willamette's other stakeholders.
• The proposed Weyerhaeuser combination offers Willamette shareholders an opportunity for realization of additional value in the range of $10 per share.  Although estimates vary widely, nearly all valuations of Willamette support a price range at least 10% above Weyerhaeuser's recent $50 per share offer.  If Weyerhaeuser is following conventional practices under the guidance of professionally experienced advisers, it can be reasonably assumed that they would not be bidding more than 80-90% of their limit at this stage of a contest involving an unresponsive target and no visible competitor.
• The current defensive position of Willamette management could obstruct a combination with Weyerhaeuser.  It will in any event preclude the kind of cooperative exploration that, particularly in the absence of an actively competitive bidding environment, would normally permit the negotiation of conditions to increase shareholder value realization by 5-15% above the non-cooperative bid limit.
• Reports of personal attitudes as well as actions encourage speculation that Willamette's management may be biased against a combination with Weyerhaeuser.  For example, the terms on which Willamette engaged Goldman Sachs -- providing for a fee equal to 0.40% of value if there is a transaction but an alternative payment of $30 million if there is no transaction by September 1, 2001 -- create a significant financial incentive for the adviser to prevent or at least delay a combination.
• Willamette's current management policy allows shareholders to express their support of a Weyerhaeuser combination only in the form of protest gestures, with potentially destructive results.  Reportedly, shareholders have already tendered about half Willamette's shares in an offer which would trigger a poison pill if concluded, and they are now considering votes for three director candidates nominated by a bidder whose objective must be to minimize rather than maximize the price paid to Willamette shareholders.