SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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WILLAMETTE INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
P. Schoenfeld Asset Management LLC
(Name of Person(s) Filing Proxy Statement if other than Registrant)
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PSAM URGES WILLAMETTE TO ACCELERATE DATE OF ANNUAL MEETING AND
TO NOT ENTER INTO ANY TRANSACTION WITH GEORGIA PACIFIC
WLL shareholders should be allowed to determine
the strategic direction of their company
NEW YORK, NY, January 11, 2002 -- P. Schoenfeld Asset Management (PSAM)
today voiced dissatisfaction with Willamette Corporation's ("WLL") board for
rejecting Weyerhaeuser's ("WY") $55 per share offer for all of WLL's common
stock in a letter written to WLL Chairman William Swindells. PSAM is a
beneficial owner of a sizeable number of shares in WLL. PSAM urged Mr. Swindells
to accelerate the date of the next annual meeting of shareholders in face of
growing investor concern regarding WLL's continued negotiations to acquire
Georgia Pacific's building materials business and refusal to acknowledge
shareholder preference for a deal with WY.
"We view your interest in a transaction with GP purely as a means of defeating
WY's offer," said Peter Schoenfeld in his letter to Mr. Swindells. "In light of
WLL shareholder response to WY's enhanced offer, we believe that it would be
appropriate to accelerate the annual meeting of shareholders so that
shareholders can vote on the strategic direction of their company." Weyerhaeuser
said on Thursday that 64% of WLL's outstanding shares had been tendered in
support of its offer.
Mr. Schoenfeld also drew attention to the numerous legal complaints filed in
federal and local courts and cautioned the WLL Board of Directors against
disenfranchising their shareholders through consummation of an agreement with
GP. Mr. Schoenfeld reiterated that his firm intends to nominate a slate of three
directors at Willamette's next annual meeting and is actively seeking qualified
candidates.
PSAM previously announced its intention to nominate three directors at the
Company's next annual meeting, if the Company's board of directors continued to
"thwart the desires of a majority of shareholders" by pursuing a possible
acquisition of Georgia-Pacific's building materials division, a transaction that
some on Wall Street believe is strategically flawed and could create potential
asbestos and tax liability for Willamette.
Willamette's board should let WLL's shareholders decide whether they would like
to accept Weyerhaeuser's offer or put itself up for sale if the board believes
that they could obtain a price higher than the $55 per share WY has offered.
The letter by P. Schoenfeld to Willamette Chairman William Swindells is
attached.
THIS IS NOT A SOLICITATION OF A PROXY. WILLAMETTE INDUSTRIES, INC. STOCKHOLDERS
ARE URGED TO READ THE RELEVANT PROXY SOLICITATION DOCUMENTS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING VOTING THEIR SHARES. AT THE
TIME THE PROXY SOLICITATION, IF ANY, IS COMMENCED, PSAM WILL FILE SOLICITATION
MATERIALS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC"). THE
SOLICITATION MATERIALS SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE SOLICITATION. THE SOLICITATION MATERIALS WILL BE MADE AVAILABLE
TO ALL STOCKHOLERS OF WILLAMETTE AT NO EXPENSE TO THEM. PSAM AND PETER
SCHOENFELD MAY BE CONSIDERED PARTICIPANTS IN A PROXY SOLICITATION. INFORMATION
REGARDING SUCH PERSONS AND THE NUMBER OF SHARES BENEFICIALLY OWNED BY THEM MAY
BE FOUND IN A STATEMENT FILED WITH THE SEC UNDER RULE 14(a)-12 UNDER THE
SECURITIES EXCHANGE ACT OF 1934. THE SOLICITATION MATERIAL AND INFORMATION
REGARDING PARTICIPANTS WILL ALSO BE AVAILABLE FOR FREE AT THE COMMISSION'S
WEBSITE AT WWW.SEC.GOV.
P. Schoenfeld, based in New York, is a registered investment advisor.
Contact: Brunswick Group, Steve Lipin/Nina Pawlak, 212-333-3810.
-v-
P. SCHOENFELD ASSET MANAGEMENT LLC
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1330 AVENUE OF THE AMERICAS, 34TH FLOOR
NEW YORK, NEW YORK 10019
January 11, 2002
By Fax 503-273-5604
and Federal Express
William Swindells
Chairman of the Board
Willamette Industries
1300 S.W. Fifth Avenue, Suite 3800
Portland, OR 97201
Dear Mr. Swindells:
As you know, P. Schoenfeld Asset Management ("PSAM") is the beneficial owner of
a sizeable number of shares of Willamette Industries ("WLL") common stock. We
are extremely disappointed by your Board's decision to reject Weyerhaeuser's $55
per share offer for all of WLL's common stock and to cease all negotiations with
Weyerhaeuser ("WY"). As evidenced by the precipitous drop in WLL's stock price,
many of your shareholders are similarly disappointed. Notwithstanding your
efforts to block a highly attractive offer, an overwhelming majority of WLL
shares were tendered to WY's enhanced offer. Nevertheless, you continue to
ignore your shareholders.
In addition, your decision to continue negotiations to acquire Georgia Pacific's
("GP") building products division and not explore other strategic alternatives
including negotiations with WY causes us and, I am sure, a significant number of
other WLL shareholders, grave concern. We view your interest in a transaction
with GP purely as a means of defeating WY's offer. In light of WLL shareholder
response to WY's enhanced offer, we believe that it would be appropriate to
accelerate the annual meeting of shareholders so that shareholders can vote on
the strategic direction of their company. In the interim, we caution you against
executing or consummating an agreement with GP which would result in a large
number of shareholders being disenfranchised from exercising voting rights at
the next annual meeting. Recent legal complaints in both Federal and State Court
in Oregon, demonstrate that without a shareholder ratification of any Board
decision on the future of WLL, you and the Board of Directors will continue to
face significant litigation and potential personal liability for your decisions.
Lastly, we reiterate our previously announced intent to nominate three directors
at this year's annual meeting and hereby inform you that we are actively seeking
qualified candidates. We currently intend to pursue the election of such
nominees even if you consummate a transaction with GP, but will consider
withdrawing those nominees if WY proceeds with its publicly announced plans to
nominate three candidates.
At the end of the day, you and your Board must be held accountable for any
decline in shareholder value that your actions have caused.
Sincerely,
Peter M. Schoenfeld
Chairman and CEO
cc: The Board of Directors
PARTICIPANT INFORMATION
Set forth below is certain information including the aggregate number
of shares of Common Stock of Willamette Industries, Inc. beneficially owned,
directly or indirectly, by P. Schoenfeld Asset Management LLC ("PSAM") as of
January 10, 2002.
PSAM is a New York limited liability company whose business is
to provide investment advisory services with respect to global
event arbitrage activities to managed accounts and to certain
investment partnerships for which entities controlled by Peter
Schoenfeld serve as the general partner. The principal
occupation of Mr. Schoenfeld is his position as the Managing
Member of PSAM. As of the close of business on January 10,
2002, PSAM and Mr. Schoenfeld may be deemed to have beneficial
ownership for purposes of Section 13(d) of the Securities
Exchange Act of 1934 of 588,300 shares of Common Stock of
Willamette Industries, Inc. representing 0.54% of the
outstanding Common Stock. PSAM and Schoenfeld have a business
address at 1330 Avenue of the Americas, New York, NY 10019.