Nominates Three Directors for Reelection
PORTLAND, Ore., March 8 /PRNewswire/ -- The Board of Directors of
Willamette Industries (NYSE: WLL) today announced that it has set the
Company's annual meeting for Thursday, June 7, 2001. The meeting will be held
at 11:00 a.m. local time in the Portland Art Museum's third floor
Grand Ballroom. Shareholders of record as of the close of business on
Monday, April 16, 2001 will be eligible to vote at the meeting.
Willamette's Board also announced that three existing directors --
Duane C. McDougall, Willamette's Chief Executive Officer,
Kenneth W. Hergenhan, and Robert M. Smelick -- have been nominated to serve as
Class A Directors until the 2004 annual meeting (see bios below). It is
expected that Benjamin R. Whiteley will be retiring from the Board at the time
of the annual meeting. Pursuant to the Company's Bylaws, Mr. Whiteley would
be required to resign from the Board upon reaching the age of 72 in July of
2001. Effective as of the date of the annual meeting, the number of Directors
on the Willamette Board will be fixed at nine, with three directors in each
class.
Commenting on Ben Whiteley's retirement, Willamette Chairman
William Swindells said: "We've appreciated Ben's significant contribution to
the success of our business. His knowledge and expertise have added greatly to
our Board's strength. We thank him and wish him the best in the future."
Mr. Whiteley said: "I have enjoyed my years serving as a board member at
one of the industry's premier companies. I am fully supportive of
Willamette's stand against Weyerhaeuser's hostile takeover attempt and am
confident that the Company's current business plan will deliver superior value
to shareholders."
Swindells continued, "All three of our nominees to Willamette's Board are
extremely experienced and knowledgeable about the company and committed to
building value for Willamette's shareholders. They and the rest of
Willamette's Board are unanimous in the belief that Weyerhaeuser's $48 hostile
tender offer dramatically undervalues Willamette. Our Company has outperformed
the forest products industry for the last decade, and our Board is confident
that we will continue to outperform the industry and deliver more value to our
shareholders over time than what Weyerhaeuser has offered. We urge
shareholders to support our nominees."
Duane C. McDougall, President and Chief Executive Officer of Willamette
added: "Contrary to usual practice, each of Weyerhaeuser's nominees is being
paid $25,000 by Weyerhaeuser, which raises serious questions as to their
independence and agenda. In addition, their proposed alternative slate of
directors includes Weyerhaeuser's former chief executive, general counsel and
a senior vice president, all of whom we believe are collecting Weyerhaeuser
retirement benefits."
He continued: "Our Board believes that, if Weyerhaeuser succeeds in
having its nominees elected, it will be detrimental to the interests of
Willamette's shareholders. Weyerhaeuser has publicly stated that their
nominees will 'seek to cause the Company's Board of Directors to take all such
actions as may be necessary to facilitate the Offer and the Proposed Merger.'
Given that it is in Weyerhaeuser's interest to acquire Willamette for the
lowest possible price, the Board believes that Weyerhaeuser's paid nominees
would have no incentive to work with the rest of the Board to pursue all
initiatives to enhance shareholder value."
Commenting on the March 30, 2001 expiration of Weyerhaeuser's tender
offer, McDougall said, "We continue to recommend Willamette shareholders not
tender their shares to Weyerhaeuser and -- to any shareholders that have done
so -- we urge them to withdraw their shares."
In other business, the Board approved a capital project for the Clonmel,
Ireland medium density fiberboard (MDF) plant for $39 million. The
modernization will replace a platen system with a continuous press line to
manufacture a variety of thicknesses of high quality MDF, making the facility
among the most modern in Europe.
Willamette Director Nominees Biographies
Duane C. McDougall, 49, has been a Director of Willamette since 2000.
Mr. McDougall is President and Chief Executive Officer of the Company, a
position he has held since December 1998. Prior to becoming President and
Chief Executive Officer, he served as Chief Operating Officer, executive vice
president, and has worked for Willamette in a variety of positions for 21
years. Mr. McDougall also serves as a board member for several non-profit and
educational organizations, including the Oregon State University Foundation,
Nature Conservancy of Oregon, Portland Art Museum, American Forest & Paper
Association and Sustainable Forestry Board. Mr. McDougall earned a bachelor's
degree in business administration from Oregon State University.
Kenneth W. Hergenhan, 69, has been a Director of Willamette since 1997 and
has been associated with Willamette since 1967. Mr. Hergenhan was a partner in
the law firm of Miller Nash LLP, and chair of the firm's business practice
group prior to his retirement in December 1996. He served as chair of the
Oregon state bar association's business law and securities law committees. He
is a graduate of Lehigh University and Harvard Law School.
Robert M. Smelick, 58, has been a Director of Willamette since 1990 and
has been associated with Willamette since 1983. Mr. Smelick has been the
managing principal of Sterling Payot Company, an investment company, since
1989. Prior to forming Sterling Payot, he was Managing Director in charge of
First Boston's Investment Banking activities in the Western United States,
where he had been since 1979. Mr. Smelick serves as Chairman of the Board of
Accrue Software, Inc. He is a Trustee of the Hamlin School, and is a board
member of the San Francisco Ballet. Mr. Smelick holds an AB from Stanford
University and an MBA from Harvard Business School.
Willamette Industries is an integrated forest products company with
105 plants, located in the U.S., France, Ireland and Mexico. The company owns
1.7 million acres of forestland in the U.S. and manages it sustainably to
produce building materials, composite wood panels, fine paper, office paper
products, corrugated packaging and grocery bags.
Investors are urged to read the proxy statement that will be filed by
Willamette in connection with the 2001 annual meeting of shareholders when it
becomes available, as well as any solicitation/recommendation statement that
has been or may be filed by Willamette, because they contain important
information. Each of these documents has been or will be filed with the SEC
and investors may obtain a free copy of them at the SEC's Internet web site at
http://www.sec.gov. These documents may also be obtained for free (when available)
from Willamette by directing such request to: Willamette Industries, Inc.,
Attention: Investor Relations, 1300 S.W. Fifth Avenue, Suite 3800,
Portland, Oregon 97201, telephone: 503-227-5581, or MacKenzie Partners, Inc.
at 800-322-2885 (toll-free) or at 212-929-5500 (collect) or by e-mail at
proxy@mackenziepartners.com . Detailed information regarding the names,
affiliations and interests of individuals who may be deemed participants in
the solicitation of proxies of Willamette's shareholders is available in the
Soliciting Materials on Schedule 14A filed by Willamette with the SEC on
January 3, 2001.
SOURCE Willamette Industries
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Related links:
http://www.wii.com
Company News On-Call:
http://www.prnewswire.com/comp/971763.html or fax,
800-758-5804, ext. 971763
CONTACT:
Greg Hawley, EVP & CFO, 503-273-5640, or
Cathy Dunn, VP Communications, 503-273-5642, both of Willamette
Industries, or Paul Verbinnen, or David Reno, or Jim Barron, all
of Citigate Sard Verbinnen, 212-687-8080, for Willamette
Industries
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