SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-12
WILLAMETTE INDUSTRIES, INC.
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(Name of Registrant as Specified in its Charter)
P. Schoenfeld Asset Management LLC
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
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[ ] Fee paid previously with preliminary materials.
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P. SCHOENFELD RETAINS GEORGESON TO ADVISE ON POTENTIAL
PROXY SOLICITATION AGAINST WILLAMETTE
NEW YORK, NY, January 17, 2002 -- P. Schoenfeld Asset Management ("PSAM")
announced today that it has retained Georgeson Shareholder Communications, Inc.
("Georgeson") to advise on PSAM's potential proxy fight against Willamette
Corporation ("WLL"). PSAM is a beneficial owner of a sizeable number of shares
in WLL and has been a vocal opponent of WLL's board's decision to reject
Weyerhaeuser's ("WY") $55 per-share offer for all of WLL's common stock and the
company's continued negotiations to acquire Georgia Pacific's ("GP") building
materials business.
"The Willamette board is clearly defying the preference of a vast majority of
its shareholders," said Peter Schoenfeld, PSAM's Chairman. "Sixty-four percent
of WLL's outstanding shares, representing the vast majority of WLL's independent
shareholders, have been tendered in support of WY's offer. The Swindells' board,
which has yet to appoint an independent committee, refuses to allow shareholders
to accept it. WLL's share price has seen a steady decline since its refusal to
negotiate with WY and its continued pursuit of a deal with GP. In order to
maximize shareholder value, we feel it is necessary to consider a proxy fight
against WLL."
In previous letters to Willamette Chairman William Swindells, Mr. Schoenfeld
asked the company to accelerate the annual meeting of shareholders so that
shareholders can vote on the strategic direction of their company. Mr.
Schoenfeld has stated the intention of his firm to nominate a slate of three
directors at Willamette's next annual meeting if the Company's board of
directors continued to "thwart the desires of a majority of shareholders" and is
actively seeking qualified candidates.
PSAM has indicated to Willamette's board that they should immediately recommence
negotiations with Weyerhaeuser on its bid, or at minimum remove all impediments
to Weyerhaeuser's offer and let Willamette's shareholders decide whether they
would like to accept it. PSAM notes that this sentiment was echoed in a letter
to Mr. Swindells on behalf of California Public Employees' Retirement System
("CalPERS") issued in a press release yesterday.
Mr. Schoenfeld also expressed concern that if WLL signed an agreement with GP
and thwarted WY's offer, shareholders would suffer even greater losses. "A deal
with GP threatens WLL, its shareholders and employees with asbestos liability,"
said Mr. Schoenfeld. "All shareholders will see the value of their shares
decrease if such a strategically flawed transaction is allowed to proceed."
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 OF 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 STOCKHOLDERS 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.
ABOUT P. SCHOENFELD ASSET MANAGEMENT
P. Schoenfeld, based in New York, is a registered investment advisor.
ABOUT GEORGESON SHAREHOLDER COMMUNICATIONS INC.
Georgeson Shareholder (GS) is the world's oldest and most experienced firm
specializing in proxy solicitation, contests for control and corporate
governance consulting.
CONTACTS: Brunswick Group, Steve Lipin/Nina Pawlak, 212-333-3810.
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