From: Gary Lutin
To: Distribution: Willamette Shareholders
Sent: Monday, May 21, 2001 11:22 AM
Subject: Focus of "Forum" attention
Last week's discussions with a variety of
professional investors (I have not yet talked to any individual Willamette
shareholders), supported by communications with representatives and
observers of the managements of Willamette as well as Weyerhaeuser,
confirmed initial impressions of shareholder views in general, but also
suggested the need to understand differences in both objectives and
information requirements. The following classifications of Willamette
shareholder interests are suggested for these purposes:
- Long-term Active - professional fund managers as well as
non-professional individuals whose investment decisions are based
primarily on an analysis of essential enterprise value.
- Short-term Active - arbitrage funds
and others whose investment decisions are based primarily on transaction
prospects, and whose shifting trading positions may vary
significantly from record date holdings for voting purposes.
- Long-term Passive - funds which hold stock based on its
inclusion in an index, and make voting decisions based on fiduciary
investment optimization policies applicable to broadly
diversified portfolios.
- Strategic - individuals or entities
with shareholder positions based on some interest other than pure
investment, including Weyerhaeuser with its interest in acquiring
Willamette as well as executives of Willamette with their interests in
employment prospects.
All of these, with the possible exception of
some "Strategic" shareholders, would apparently benefit from a cooperative
negotiation to define optimal terms for a Willamette-Weyerhaeuser
combination. The current non-cooperative ritual, especially if concluded
in a vote for opposing director slates, will have a negative impact on all
shareholder investment interests, but the degree of disadvantage will vary
among different categories. For example, "Short-term Active" investors
may be able to achieve most of their targeted gains if a Weyerhaeuser
voting victory is perceived positively in the marketplace for at least the
few days needed to collapse arbitrage positions. (The recent surge in
market optimism and buying after last Thursday's noon investor meeting is
respectfully noted as a tribute to the efficiency of arbitageur
communications.) The same Weyerhaeuser voting victory would be much more
disadvantageous to Long-term Active and Long-term Passive investors, who
would be left to face the subsequent deterioration of shareholder value
which -- unless laws of nature have changed -- is consistently associated
with divisive boards of directors.
This morning's Weyerhaeuser press release,
copied below, unfortunately shows no change in the ritual. Weyerhaeuser
announces the expected extension of its $50 per share tender offer for
Willamette and reiterates its willingness to increase the price if
Willamette engages in negotiations. Weyerhaeuser also reiterates its
threat to withdraw if its three delegates are not elected to serve
as Willamette directors.
In this context, my focus at the start of this
week will be on opportunities for a non-destructive process of
exploration, and on alternatives to mitigate the adverse effects if both
sides proceed with the vote at Willamette's June 7th shareholders
meeting. I will also be addressing plans for more formal organization of
the "Forum," including the possible need to distinguish participation by
differing interest classifications.
Comments on these and other issues will be
appreciated.
GL - 5/21/01
Monday May 21, 7:51 am Eastern Time
Press Release
Weyerhaeuser Extends Tender Offer for Willamette Industries Until June
7, 2001
Encourages Shareholders To Support Election Of Weyerhaeuser Nominees At
June 7th Annual Meeting
FEDERAL WAY, Wash.--(BUSINESS WIRE)--May 21, 2001-- Weyerhaeuser Company
(NYSE: WY) today announced that it has extended its $50 per share cash
tender offer for all of the outstanding common stock of Willamette
Industries, Inc. (NYSE: WLL). The offer, which was scheduled to expire at
midnight New York City time on May 18, 2001, has been extended until
midnight New York City time on June 7, 2001.
As of midnight on May 18, 2001, Willamette shareholders had tendered and
not withdrawn 49,239,993 shares pursuant to Weyerhaeuser's tender offer.
Steven R. Rogel, chairman, president, and chief executive officer of
Weyerhaeuser, stated, ``Given the fact that Willamette's poison pill and
other defensive measures prevent Weyerhaeuser from purchasing any shares
pursuant to our tender offer, we are pleased with the level of support we
have received. The Willamette board has undertaken a six-month effort to
prevent us from consummating our tender offer and delivering premium value
to shareholders. At Willamette's long-delayed annual meeting on June 7th,
shareholders will have an opportunity to send a message that the Willamette
board of directors cannot ignore. Shareholders will be able to elect
directors who are committed to maximizing value for shareholders now. We
believe the only way to facilitate the proposed combination is to vote the
GOLD proxy card for the election of the Weyerhaeuser nominees.
``If Willamette is prepared to negotiate a definitive merger agreement
promptly, Weyerhaeuser is willing to increase its offer above $50 per share.
Now is the time for Willamette shareholders to take control of their company
to maximize the value of their shares,'' Rogel continued.
``If the Weyerhaeuser nominees are not elected on June 7th, we will
withdraw our offer, since it will take at least two more years, until the
2003 Annual Meeting, to effect a transaction not approved by the current
Willamette board,'' Rogel concluded.
Weyerhaeuser Company, one of the world's largest integrated forest
products companies, was incorporated in 1900. In 2000, sales were $16
billion. It has offices or operations in 17 countries, with customers
worldwide. Weyerhaeuser is principally engaged in the growing and harvesting
of timber; the manufacture, distribution and sale of forest products; and
real estate construction, development and related activities. Additional
information about Weyerhaeuser' s businesses, products and practices is
available at www.weyerhaeuser.com.
FORWARD-LOOKING STATEMENTS
This news release contains statements concerning the company's future
results and performance that are forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Any such
forward looking statement made by Weyerhaeuser with respect to the
Willamette tender offer is not entitled to the benefit of the safe harbor
protections of the Private Securities Litigation Reform Act of 1995. The
accuracy of such statements is subject to a number of risks, uncertainties
and assumptions that may cause actual results to differ materially from
those projected, including, but not limited to, the effect of general
economic conditions, including the level of interest rates and housing
starts; market demand for the company's products, which may be tied to the
relative strength of various US business segments; performance of the
company's manufacturing operations; the types of logs harvested in the
company's logging operations; the level of competition from foreign
producers; the effect of forestry, land use, environmental and other
governmental regulations; and the risk of losses from fires, floods and
other natural disasters. The company is also a large exporter and is
affected by changes in economic activity in Europe and Asia, particularly
Japan, and by changes in currency exchange rates, particularly the relative
value of the US dollar and the Euro, and restrictions on international
trade. These and other factors that could cause or contribute to actual
results differing materially from such forward looking statements are
discussed in greater detail in the company' s Securities and Exchange
Commission filings.
IMPORTANT INFORMATION
Company Holdings, Inc. (``CHI''), a wholly owned subsidiary of
Weyerhaeuser Company, has commenced a tender offer for all the outstanding
shares of common stock of Willamette Industries, Inc. at $50.00 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 June 7, 2001.
CHI may extend the offer. 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.
Contact:
Weyerhaeuser contacts:
Weyerhaeuser
Analysts
Kathryn McAuley
(253) 924-2058
or
Joele Frank, Wilkinson
Joele Frank / Jeremy Zweig
Brimmer Katcher
(212) 355-4449
or
Weyerhaeuser
Media
Bruce Amundson
(253) 924-3047
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