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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 70)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
WILLAMETTE INDUSTRIES, INC.
(Name of Subject Company (Issuer))
COMPANY HOLDINGS, INC.
WEYERHAEUSER COMPANY
(Names of Filing Persons--Offerors)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
969133107
(CUSIP Number of Class of Securities)
ROBERT A. DOWDY, ESQ.
WEYERHAEUSER COMPANY
FEDERAL WAY, WASHINGTON 98063
TELEPHONE: (253) 924-2345
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
COPY TO:
RICHARD HALL, ESQ.
CRAVATH, SWAINE & MOORE
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 474-1000
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SCHEDULE TO
This Statement amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on November 29,
2000 (as previously amended, the "Schedule TO"), relating to the offer by
Company Holdings, Inc., a Washington corporation (the "Purchaser") and a wholly
owned subsidiary of Weyerhaeuser Company, a Washington corporation
("Weyerhaeuser" or "Parent"), to purchase (1) all outstanding shares ("Shares")
of common stock, par value $0.50 per share, of Willamette Industries, Inc., an
Oregon corporation ("Willamette" or the "Company"), and (2) unless and until
validly redeemed by the Board of Directors of Willamette, the related rights to
purchase shares of Series B Junior Participating Preferred Stock, $0.50 par
value per share, of Willamette (the "Rights") issued pursuant to the Rights
Agreement, dated as of February 25, 2000 by and between Willamette and Mellon
Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), as
Rights Agent, at a price of $55.50 per Share, net to the seller in cash, without
interest (the "Offer Price"), upon the terms and subject to the conditions set
forth in the Offer to Purchase (the "Offer to Purchase"), dated November 29,
2000, the Supplement thereto dated May 7, 2001 (the "Supplement"), the Second
Supplement thereto dated January 28, 2002 (the "Second Supplement") and in the
related revised Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). Unless the context otherwise
requires, all references to the Shares shall be deemed to include the associated
Rights, and all references to the Rights shall be deemed to include the benefits
that may inure to holders of Rights pursuant to the Rights Agreement.
Capitalized terms used herein and not defined herein have the respective
meanings assigned such terms in the Offer to Purchase, the First Supplement, the
Second Supplement and the Schedule TO.
The information set forth in the Second Supplement is hereby incorporated by
reference in answer to Items 1 through 11 of this Schedule TO.
ITEM 12. EXHIBITS.
(a) (1) (O) Second Supplement to the Offer to Purchase, dated
January 28, 2002.
(a) (1) (P) Revised Letter of Transmittal.
(a) (1) (Q) Revised Notice of Guaranteed Delivery.
(a) (1) (R) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a) (1) (S) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and other
Nominees.
(a) (5) (QQQ) Agreement and Plan of Merger, dated as of January 28, 2002,
among Weyerhaeuser Company, Company Holdings, Inc. and
Willamette Industries, Inc.
1
SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
COMPANY HOLDINGS, INC.,
by /s/ STEVEN ROGEL
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Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by /s/ STEVEN R. ROGEL
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Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: January 28, 2002
2
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a) (1) (O) Second Supplement to the Offer to Purchase, dated
January 28, 2002.
(a) (1) (P) Revised Letter of Transmittal.
(a) (1) (Q) Revised Notice of Guaranteed Delivery.
(a) (1) (R) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a) (1) (S) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and other
Nominees.
(a) (5) (QQQ) Agreement and Plan of Merger, dated as of January 28, 2002,
among Weyerhaeuser Company, Company Holdings, Inc. and
Willamette Industries, Inc.