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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 17)
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 the
Company, the related rights to purchase shares of Series B Junior
Participating Preferred Stock, $0.50 par value per share, of the Company
(the "Rights") issued pursuant to the Rights Agreement, dated as of
February 25, 2000 by and between the Company and ChaseMellon Shareholder
Services L.L.C., as Rights Agent, at a price of $48.00 per Share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase (the "Offer to Purchase"),
dated November 29, 2000, and in the related 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 and the Schedule TO.
Item 6. Purposes of the Transaction and Plans or
Proposals.
On February 9, 2001, Weyerhaeuser and the Purchaser filed a definitive
proxy statement (the "Definitive 2001 Annual Meeting Proxy Statement") with
the Commission in connection with the solicitation of proxies from the
shareholders of Willamette with respect to Willamette's 2001 annual
meeting of shareholders. The Definitive 2001 Annual Meeting Proxy Statement is
filed herewith as Exhibit (a)(5)(M).
Item 12. Exhibits.
(a)(5)(M) Definitive Proxy Statement in respect of
Willamette Industries, Inc. filed by Weyerhaeuser
Company and Company Holdings, Inc. on February 9,
2001.
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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 R. 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: February 9, 2001
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EXHIBIT INDEX
Exhibit No. Description
(a)(5)(M) Definitive Proxy Statement in respect of Willamette Industries,
Inc. filed by Weyerhaeuser Company and Company Holdings, Inc.
on February 9, 2001 (incorporated by reference to the
Definitive Proxy Statement in respect of Willamette Industries,
Inc. filed by Weyerhaeuser Company and Company Holdings, Inc.
on February 9, 2001).