Willamette Industries, Inc.

Infobox Defunct Company
company_name = Willamette Industries, Inc.
company_
fate = Hostile buyout by Weyerhaeuser
foundation = 1906
defunct = June 14, 2002 [ [http://www.wipo.int/amc/en/domains/decisions/html/2005/d2005-0522.html WIPO Domain Name Decision.] WIPO Arbitration and Mediation Center. Retrieved March 24 2008.]
location = Portland, Oregon
successor = Weyerhaeuser Willamette Industries, Inc. (NASDAQ:WMTT) [ [http://www.secinfo.com/dR7Vq.91u.d.htm Willamette Industries Inc 8-K For 3/14/96 EX-99.] SECinfo.com. Retrieved March 24 2008.] was a Fortune 500 forest products company based in Portland, Oregon, United States. [http://www.nature.org/pressroom/press/press288.html Willamette Industries Donates Critical Habitats to The Nature Conservancy.] The Nature Conservancy. Retrieved March 24 2008.] In 2002 the lumber and paper company was purchased by competitor Weyerhaeuser of Federal Way, Washington in a hostile buyout and merged into Weyerhaeuser's existing operations.

History

Willamette Industries was founded in Dallas, Oregon, in 1906 as the Willamette Valley Lumber Company.Manning, Jeff. The past Willamette Industries charges ahead. "The Oregonian", June 25 2000.] Louis Gerlinger, Sr. was president of the new company and H.L. Pittock, vice president. George T. Gerlinger served as secretary and manager while F.W. Leadbetter was treasurer. George Cone served as director and mill superintendent. [ Catherine A. Baldwin (1982). Making the Most of the Best: Willamette Industries' Seventy-Five Years. (Portland, OR: Willamette Industries, 172 p.).]

In 1967 this company and several others merged to become Willamette Industries. [http://www.sec.gov/Archives/edgar/data/107189/0000892917-00-000022.txt Willamette Industries SEC 10K for 1999.] Securities and Exchange Commission. Retrieved March 24 2008.] The next year the company went public. By 1999 it had grown to 14,000 employees with $4 billion in annual revenues and more than 100 facilities across the United States.

Products

Willamette had three operating divisions. [http://www.business.com/directory/industrial_goods_and_services/raw_materials/pulp_and_paper/willamette_industries/profile/ Willamette Industries - WLL- Profile.] Business.com. Retrieved March 24 2008.] A brown paper division produced bag paper, paper bags, cardboard, and liner board. The white paper segment made hardwood market pulp, business forms, and uncoated free sheets. The building materials unit manufactured lumber, plywood, fiberboard, particleboard, and laminated veneer lumber products. Customers were located in the US, Asia, and Europe.

Environment

In July 2000, the company was fined a then record $11.2 million by the Environmental Protection Agency (EPA) for violations of the Clean Air Act. As part of a settlement with the EPA and the Department of Justice, Willamette also was required to spend an additional $74 million on pollution abatement at 13 factories.Frieden, Terry. [http://archives.cnn.com/2000/LAW/07/21/justice.environment/ Willamette Industries settles pollution claims with $11.2 million fine.] CNN.com, July 21 2000. Retrieved March 24 2008.] In May 2001, the company donated habitat to The Nature Conservancy in the form of permanent conservation easements. The total amount of land 1,740 acres (7.0 km²) with a value of $1.5 million.

Buyout

Beginning in 1998 Washington-based competitor Weyerhaeuser contacted Willamette Industries about combining the companies. [http://www.encyclopedia.com/doc/1G1-79095857.html BusinessWire: Weyerhaeuser Sends Letter to Willamette Regarding Potential Synergies] ] At that time Willamette management did not entertain any of these proposals. On November 13 2000, Weyerhaeuser began an unsolicited bid to purchase Willamette through a tender offer, for $5.3 billion in cash, plus the assumption of $1.7 billion in debt, or $48.00 a share, a 38% premium to Willamette's Friday, November 11, closing stock price. The shares in Willamette went up 32.7% on Monday, November 13. [ [http://www.sec.gov/Archives/edgar/data/106535/000095015701500085/0000950157-01-500085.txt Weyerhaeuser filing.] Securities and Exchange Commission. Retrieved March 24 2008.] [Deogun, Nikhil, and Jim Carlton. "Weyerhaeuser Seeks Rival Willamette In an Unsolicited Offer of $5.3 Billion". "Wall Street Journal", November 14 2000.]

Willamette fought this hostile take-over bid. [ [http://archives.seattletimes.nwsource.com/cgi-bin/texis.cgi/web/vortex/display?slug=oregon13&date=20020113 Oregon's downturn: State battered by slump in manufacturing.] "The Seattle Times".] [Deogun, Nikhil. "Willamette Industries Rejects Weyerhaeuser's $5.3 Billion Bid". "Wall Street Journal", November 16 2000.] On November 29 Weyerhaeuser upped the price to $48 a share, or $5.4 billion. [Deogun, Nikhil. "Weyerhaeuser Makes Hostile Cash Bid Of $5.4 Billion for Willamette Industries". "Wall Street Journal", November 29 2000.] Willamette rejected this offer also. [News Roundup: "Willamette Urges Shareholders to Reject Weyerhaeuser's $5.4 Billion Tender Offer". "Wall Street Journal", December 12 2000.] On December 22 2000, Weyerhaeuser announced that it had launched a proxy fight to oust four directors of Willamette Industries, in order to get the board to vote in its favor. [Business Brief: "Weyerhaeuser Co.: Proxy Fight May Push Out Four Willamette Directors". "Wall Street Journal", December 22 2000.] The offer was extended on January 5 2001 to February 1, [News Roundup: "Weyerhaeuser Extends Hostile Offer For Willamette Industries to Feb. 1". "Wall Street Journal", January 5 2001.] and on February 1 2001, Weyerhaeuser learned that a majority of the shareholders favored the merger, with 51% of shares outstanding tendered. [Business Brief: "Weyerhaeuser Bid For Rival Willamette Receives a Boost". "Wall Street Journal", February 2 2001.] Weyerhaeuser secured three of the four board seats in the proxy fight in June 2001. [ [http://money.cnn.com/2001/06/07/news/willamette/index.htm "Weyerhaeuser a winner?"] CNN: Money Magazine, June 7 2001.] In October 2001, Willamette said that it was worth more: "value is in the $60-a-share range, but that they would consider an offer in the high-$50 range." [ [http://money.cnn.com/2001/10/11/deals/willamette/index.htm "Willamette sets deadline".] CNN: Money Magazine, October 11 2001.] Willamette sought out merger talks with another forest products company, Georgia-Pacific, the largest in the world to avoid the Weyerhaeuser takeover. [http://www.prnewswire.com/cgi-bin/stories.pl?ACCT=104&STORY=/www/story/01-21-2002/0001651962&EDATE= Willamette Reaches Agreement in Principal (sic) for Sale to Weyerhaeuser For $55.50 Per Share in Cash.] PR Newswire Association. Retrieved March 24 2008.] Willamette even talked with Georgia-Pacific about Willamette buying the GP building materials businesses and greatly increasing Willamette's debt level. [http://money.cnn.com/2002/01/04/deals/willamette/ "Willamette disappoints Weyerhaeuser"] CNN: Money Magazine, January 4 2002.] The combination with the G-P that was larger than all of Willamette's operations would have created a company with annual sales of around $12.5 billion. [Rivera, Dylan. To buy or not to buy. "The Oregonian", January 20 2002.] On December 13 2001, Weyerhaeuser increased its offer to $55.00 per share, or $6.5 billion, in cash.

Finally, in January 2002, Willamette Industries agreed to be bought by Weyerhaeuser for $55.50 per share, for a total cash equity value of approximately $6.08 billion.Rivera, Dylan. Weyerhaeuser will acquire Willamette. "The Oregonian", January 22 2002.] The deal also included Weyerhaeuser's assumption of approximately $1.53 billion of Willamette debt, making the total value of the deal approximately $7.61 billion. The deal closed in March of that year, ending a four-year process. [ [http://www.prnewswire.com/cgi-bin/stories.pl?ACCT=104&STORY=/www/story/03-18-2002/0001689036&EDATE= Weyerhaeuser Welcomes Oregon Willamette Employees as Companies Combine to grow Global Leader.] PR Newswire Association. Retrieved March 24 2008.]

Company at buyout

At the time of the takeover by Weyerhaeuser, Willamette was the seventh largest forest products company in worldMcIntosh, Don. [http://www.nwlaborpress.org/2001/6-15-01Will.html Willamette Industries workers protest Weyerhaeuser invasion.] "NW Labor Press", June 15 2001.] with over 90 facilities across the United States. [ [http://www.times.org/archives/2000/willamette1.htm EPA seeks $10 million in fines against Willamette Industries.] Times.org. Retrieved April 19 2007.] There were foreign operations in Mexico, Ireland, and France. Willamette Industries owned 1.7 million acres (6,900 km²) of forest land, and Duane C. McDougall served as the last chief executive officer of the company. [Associated Press. [http://www.kgw.com/education/localeducation/stories/kgw_092206_edu_osu_gift.67d9da8.html Former Willamette Industries executive promise $1M to OSU.] KGW.com, September 22 2006. Retrieved March 24 2008.] As of June 15 2001 the company had $4.6 billion in annual revenues and a market value of $5.35 billion. [Parish, Bill. [http://www.billparish.com/20020124willamette.html Enron Lessons for Weyerhaeuser, Willamette Industries, the SEC and Arthur Andersen.] Parish & Company. January 24 2002. Retrieved March 24 2008.]

References

Further reading

* Baldwin, Cathrine A. "Making the Most of the Best: Willamette Industries' Seventy-Five Years". Portland, Oregon: Willamette Industries. 1982. OCLC 8734832
* Dunn, Cathrine Baldwin. "Making the Most of the Best: A History of Willamette Industries, Inc.". Portland, Oregon: Willamette Industries. 1994. OCLC 43799999
* Swindells, William., and Catherine Baldwin Dunn. "The Rest of the Best: Willamette Industries, Inc. 1994-2002". Portland, Oregon: Willamette Industries. 2002. OCLC 51027663

External links

* [http://www.prnewswire.com/gh/cnoc/comp/971763.html PRnewswire.com: Willamette Industries, Inc.]
* [http://www.allbusiness.com/specialty-businesses/421717-1.html AllBusiness: Weyerhaeuser, Willamette to be one.]
* [http://domainsmagazine.com/Domains_7/domain_3257.shtml Nintendo Misses Out On Wii.com]
* [http://www.sec.gov/Archives/edgar/data/107189/000089291701000011/0000892917-01-000011.txt Willamette Industries final SEC annual report]