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Forum Report: Proposal for Immediate Initiation of Cooperative Negotiations

(May 29, 2001)

(includes May 29, 2001 Wall Street Journal, "Warring Willamette, Weyerhaeuser Wrangle Over Rooms at Museum")

From: Gary Lutin
To: Distribution: Willamette Shareholders
Sent: Tuesday, May 29, 2001 9:40 AM
Subject: Proposal for immediate initiation of cooperative negotiations

In the context of improving odds for the election of Weyerhaeuser's three delegates to Willamette's board, many of Willamette's shareholders have become inceasingly concerned about the prospects for continuing conflict between rival factions.  Today's WSJ story about fights over museum rooms, copied below, is a suggestion of what might be expected for the next year.
These circumstances encourage a renewed focus on opportunities to resolve differences in an orderly manner, before a shareholder vote which may cause both the winning and losing sides to view their positions less flexibly.  I am therefore in the process of preparing a proposal to facilitate the immediate initiation of cooperative negotiations, and have asked both Willamette's and Weyerhaeuser's chairmen for their suggestions of relevant conditions or procedures.  I will also welcome suggestions from Willamette's shareholders.
If you have any suggestions or comments, please call me at my office (212/605-0335) before 3:00PM today so that I may consider your views before completing the proposal.
                GL - 5/29/01


Deals & Deal Makers

Warring Willamette, Weyerhaeuser
Wrangle Over Rooms at Museum


War rooms, where rivals plot strategy, are a frequent feature of takeover battles. But Weyerhaeuser Co.'s unfriendly bid for Willamette Industries Inc. has sparked what may be a first: room wars.

In a strange twist that gives new meaning to the word hostile, the two sides wrangled over who can occupy what rooms at the Portland Art Museum, where Willamette is holding its crucial annual meeting on June 7.

Among the priceless Remingtons and Russells in the museum's collections, Weyerhaeuser hopes to further its $5.5 billion bid by snaring three seats on Willamette's board.

But Willamette booked only the main ballroom for the annual meeting, leaving five other rooms up for grabs. When Weyerhaeuser found out that its prey was holding the meeting there, and didn't also reserve the nearby rooms, it quietly and quickly booked them for nearly $6,000 under the name of local consultant Ed Grosswiler -- leaving no extra space for Willamette executives to huddle before and after the event.

Sticky planning issues often emerge when the target of a proxy contest conducts a shareholder meeting. The company launching the attack usually wants to hole up in a nearby space so its representatives can tally late votes and track the meeting's progress, but the target usually doesn't want its rival too close by.

This room war is particularly delicate because Willamette and people associated with the Oregon paper company have donated millions of dollars to the hometown museum. Those benefactors include Chairman William Swindells and his wife, Ann, who have donated between $500,000 and $749,000, according to a museum list. Other members of the Swindells family also are big contributors, and one of the museum's galleries is even named after one of the Swindells, who are major shareholders of Willamette.

Willamette has relied heavily on support from the local community to fight the hostile bid, saying a loss of its independence would be damaging to Oregon's economy.

So when Mr. Grosswiler told the museum the name of his client a couple of weeks after he booked the rooms, museum officials were taken aback. The museum contends that Mr. Grosswiler had initially said the rooms would be used for a "product launch," but Mr. Grosswiler denies that.


The museum said no way, he couldn't have the rooms after all, rejecting Weyerhaeuser's offer to give back some of the rooms it had booked. "Your event poses a unique conflict with existing activities scheduled for the building," wrote Rob Bearden, director of operations, in a May 21 letter to Mr. Grosswiler. "Therefore, it has become necessary for your client to secure an alternate venue for its event scheduled at the museum on June 7." A credit-card refund receipt was enclosed.

Lucy Buchanan, director of development and marketing for the museum, says Willamette never asked the museum to throw out Weyerhaeuser, but acknowledged that the local company's status as a big donor is important for the private, not-for-profit facility. "Willamette and its family members have been part of this institution and this community for generations. The museum really doesn't need to be put in an awkward position in the community," she explains.

Mr. Bearden could not be reached to comment, but Ms. Buchanan says that another factor was that the museum staff would have be overwhelmed by two separate groups, especially after it became apparent that the meeting would likely be heavily attended by Willamette shareholders.

"Whoever was in the building, we would have had to get them out. It wouldn't have mattered who it was," Ms. Buchanan adds.

Willamette denies it intentionally pulled the plug on Weyerhaeuser's plans. "We needed more space than we thought, so [the museum is] accommodating us," said Willamette spokesman David Reno.

For its part, Weyerhaeuser insists it isn't trying to sabotage the meeting. "We had believed they had rented all the space they needed. Given the commotion that Willamette has caused in the Portland area, we felt the best way to maximize security for all the parties and be as unobtrusive as possible was to have space in the same facility," says Weyerhaeuser spokesman Bruce Amundson.

So where will Weyerhaeuser Chief Executive Steve Rogel and other company representatives be hanging out on June 7? As of now, the company isn't saying. "We've made alternative arrangements," notes Mr. Amundson, declining to comment further.

Of course, if Weyerhaeuser ultimately wins the takeover fight, the museum may have to do swift back-pedaling if it wants access to Weyerhaeuser's pocketbook. Maybe there is already a Rogel gallery in the works?

Write to Robin Sidel at robin.sidel@wsj.com4

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