The LongView Collective Investment Fund, 11-15 Union
Square, New York, New York 10003, a shareholder, has stated its
intention to present a proposal at the 1994 annual meeting. In
accordance with applicable rules of the Securities and Exchange
Commission, the proposal of such shareholder (for which neither
the Company nor its Board of Directors has any responsibility) is
set forth below:
Text of the Shareholder Proposal
       Whereas, the shareholders of Weyerhaeuser Co. ("Company")
urge the Board of Directors to redeem the shareholder rights
issued pursuant to the "Shareholder Rights Plan" because we
strongly believe that the Company's financial performance is
closely linked to its corporate governance policies and
procedures, and the level of management accountability they
impose. The Company's "Shareholder Rights Plan" ("poison pill")
is an extremely powerful anti-takeover device that effectively
prevents a change in control of the Company without the    
approval of the board of directors, despite the level of
     We believe such a measure injures shareholders by reducing
management accountability and adversely affecting shareholder
       Whereas, Weyerhaeuser's poison pill prevents a change in
control by allowing the board of directors to unilaterally cut by
50 percent the value of Company shareholdings held by anyone
owning 20 percent of Company common stock and seeking control of
the Company, or 40 percent and not seeking control. This threat
of dilution forces investors to negotiate potential acquisitions
with management instead of making their offer directly to
       Whereas, the shareholders strongly believe that it is the 

shareholders (who are the owners of the Company), not the
directors and managers (who merely act as agents for the owners),
who should have the right to decide what is or is not a fair
price for their shareholdings.
       Whereas, the shareholders believe that the argument that a
board of directors needs a poison pill in order to negotiate a
better offer from potential acquirers or prevent so-called
"abusive takeover practices" is deceptive. In 1986, the year the
board of directors unilaterally adopted a poison pill, the U.S.
Securities and Exchange Commission issued a study entitled The
Effects of Poison Pills on the Wealth of Target Shareholders
which concluded that "Poison pills are not in the best interest
of shareholders."
       Whereas, poison pills can pose such an obstacle to a
takeover that management becomes entrenched. We believe the
entrenchment of management, and the lack of accountability that
results, can adversely affect shareholder value. It is
indisputable that a poison pill effectively deters attempts by
shareholders to remove a board and its management team for
       Now Therefore Be It Resolved: That the shareholders of
Weyerhaeuser Co. urge the Board of Directors to redeem the
shareholder rights issued pursuant to the "Shareholder Rights
Plan" (adopted by the Board of Directors in December 1986) unless
the Shareholder Rights Plan is approved by a majority of the
voting shares at a meeting of shareholders held as soon as is
       We urge you to VOTE FOR this proposal.
       The Board of Directors adopted the Shareholder Rights Plan
(the "Plan") because the Board believed that the Plan would
better enable the Board to represent the interests of
shareholders in the event a hostile acquiror sought to take
advantage of Weyerhaeuser Company and its shareholders. Nothing
has happened since December 1986 to cause the Board to change
this belief.
       The Board continues to believe the Plan will not preclude
an offer to acquire the Company on terms that are fair and
equitable to all shareholders, nor is it expected that the Plan
will deter a prospective acquiror who is willing to negotiate in
good faith with the Board. The Board also expects the Plan should
help to ensure the Board will have adequate time, if confronted
with an attempted takeover of the Company, to evaluate such an
attempt and to consider all the steps that might be taken to
maximize shareholder value.
       Hundreds of American corporations have adopted Shareholder
Rights Plans. The Plan is not markedly different from most other
Shareholder Rights Plans. The Board believes that other
Shareholder Rights Plans have served their purpose to enhance
shareholder value in hostile takeover situations.
       The Board believes that redeeming the Plan would remove an
important tool the Board should have in the event of an unfair or
coercive offer for the Company. Accordingly, the Board does not
believe this proposal is in the best interests of the
       The Board recommends a vote AGAINST this proposal.

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