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Forum Report: Focus of Forum Attention, Addressing Diverse Shareholder Interests

(May 21, 2001)

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:
  1. 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.
  2. 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.
  3. 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.
  4. 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


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.


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.


     Weyerhaeuser contacts:
     Kathryn McAuley
     (253) 924-2058
     Joele Frank, Wilkinson
     Joele Frank / Jeremy Zweig
     Brimmer Katcher
     (212) 355-4449
     Bruce Amundson
     (253) 924-3047

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