P. Schoenfeld Retains Georgeson to Advise On Potential Proxy Solicitation Against Willamette.Business Editors NEW YORK--(BUSINESS WIRE)--Jan. 17, 2002 P. Schoenfeld Asset Management ("PSAM PSAM Probabilistic Safety Assessment and Management (conference) PSAM Point Source Ambient Monitoring PSAM Pilot Symbol Assisted Modulation PSAM PeopleSoft Asset Management ") announced today that it has retained Georgeson Shareholder Communications Inc. ("Georgeson") to advise on PSAM's potential proxy fight Proxy Fight When a group of shareholders are persuaded to join forces and gather enough shareholder proxies to win a corporate vote. This is sometimes also referred to as a proxy battle. Notes: This term is mainly used in the context of takeovers. against Willamette Corporation ("WLL See wireless local loop and PHS-WLL. "). PSAM is a beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial 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 Building materials used in the construction industry to create . These categories of materials and products are used by and construction project managers to specify the materials and methods used for . 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 WLL 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 WLL'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 WLL's board that they should immediately recommence Re`com`mence´ v. i. 1. To commence or begin again. 2. To begin anew to be; to act again as. He seems desirous enough of recommencing courtier. - Johnson. v. t. 1. To commence again or anew. negotiations with WY on its bid, or at minimum remove all impediments IMPEDIMENTS, contracts. Legal objections to the making of a contract. Impediments which relate to the person are those of minority, want of reason, coverture, and the like; they are sometimes called disabilities. Vide Incapacity. 2. to WY's offer and let WLL'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 14Q-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 WWW or W3: see World Wide Web. (World Wide Web) The common host name for a Web server. The "www-dot" prefix on Web addresses is widely used to provide a recognizable way of identifying a Web site. .SEC.GOV. About P. Schoenfeld Asset Management P. Schoenfeld, based in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , is a registered investment advisor Registered Investment Advisor (RIA) is a designation obtainable in the United States by an individual who has registered with the U.S. Securities and Exchange Commission or state regulatory agency (where the primary business is situated or multiple States in some cases) in . 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 Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. consulting. |
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