============================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO
(Amendment No. 18)
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
============================================================
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 5. Past Contacts, Transactions, Negotiations and Agreements.
On February 12, 2001, Weyerhaeuser sent a letter to Willamette regarding
Willamette's 2001 Annual Meeting. The full text of a press release, dated
February 12, 2001, issued by Weyerhaeuser with respect to the letter is filed
as Exhibit (a)(5)(N) hereto.
Item 6. Purposes of the Transaction and Plans or Proposals.
On February 12, 2001, Weyerhaeuser and the Purchaser filed a revised
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
- 1 -
Willamette's 2001 Annual Meeting. The Definitive 2001 Annual Meeting Proxy
Statement is filed herewith as Exhibit (a)(5)(O).
Item 12. Exhibits.
(a)(5)(N) Press Release issued by Weyerhaeuser Company, dated February 12,
2001.
(a)(5)(O) Definitive Proxy Statement in respect of Willamette Industries,
Inc. filed by Weyerhaeuser Company and Company Holdings, Inc.
on February 12, 2001.
- 2 -
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
-------------------------------
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
/s/ STEVEN R. ROGEL
-------------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: February 12, 2001
- 3 -
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
(a)(5)(N) Press release issued by Weyerhaeuser Company, dated
February 12, 2001.
(a)(5)(O) Definitive Proxy Statement in respect of Willamette
Industries, Inc. filed by Weyerhaeuser Company and Company
Holdings, Inc. on February 12, 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 12, 2001).
Exhibit (a)(5)(N)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE
REGARDING ANNUAL MEETING OF SHAREHOLDERS
FEDERAL WAY, Wash., February 12, 2001 - Weyerhaeuser Company (NYSE: WY) today
sent a letter to Willamette Industries, Inc. (NYSE: WLL) regarding the
scheduling of Willamette's 2001 annual meeting of shareholders. The full text
of the letter follows:
February 12, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: Duane C. McDougall
President and Chief Executive Officer
Dear Duane:
As you know, Weyerhaeuser Company and Company Holdings, Inc., a
wholly owned subsidiary of Weyerhaeuser, have proposed four
candidates for election as directors of Willamette Industries, Inc.
at Willamette's 2001 annual meeting of shareholders.
In prior years, pursuant to Article II, Section 1 of Willamette's
by-laws, the annual meeting of shareholders was held on the third
Tuesday in April. In response to our tender offer, on December 11,
2000, Willamette's Board of Directors amended this by-law to provide
that "the annual meeting of shareholders will be held on such date
and at such time as may be designated by the board." In so amending
this by-law, however, the Board did not indicate when it planned to
hold the annual meeting or whether it intended to abandon
Willamette's longstanding practice of holding the annual meeting on
the third Tuesday in April.
It is our understanding that Willamette's historic practice has also
been to begin the process of distributing proxy "search cards",
pursuant to SEC Rule 14a-13(a), no later than the final week of
January. It is now February 12, and to the best of our knowledge
Willamette has yet to commence the proxy search card process.
- more -
- 2 -
In light of the foregoing, we hereby request that Willamette
promptly inform us and the other Willamette shareholders whether
Willamette intends to uphold its longstanding practice of holding
its annual meeting on the third Tuesday in April and, if not, when
it intends to hold the annual meeting.
Very truly yours,
/s/ STEVEN R. ROGEL
Steven R. Rogel Chairman,
President and Chief Executive Officer
Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 2000, sales were $16 billion. It has
offices or operations in 17 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber; the
manufacture, distribution and sale of forest products; and real estate
construction, development and related activities. Additional information about
Weyerhaeuser's businesses, products and practices is available at
www.weyerhaeuser.com.
FORWARD-LOOKING STATEMENTS
This news release contains statements concerning the company's future results
and performance that are forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any such forward looking
statement made by Weyerhaeuser with respect to the Willamette tender offer is
not entitled to the benefit of the safe harbor protections of the Private
Securities Litigation Reform Act of 1995. The accuracy of such forward looking
statements is subject to a number of risks, uncertainties and assumptions that
may cause actual results to differ materially from those projected, including,
but not limited to, the effect of general economic conditions, including the
level of interest rates and housing starts; market demand for the company's
products, which may be tied to the relative strength of various US business
segments; performance of the company's manufacturing operations; the types of
logs harvested in the company's logging operations; the level of competition
from foreign producers; the effect of forestry, land use, environmental and
other governmental regulations; and the risk of losses from fires, floods and
other natural disasters. The company is also a large exporter and is affected
by changes in economic activity in Europe and Asia, particularly Japan, and by
changes in currency exchange rates, particularly the relative value of the US
dollar and the Euro, and restrictions on international trade. These and other
factors that could cause or contribute to actual results differing materially
from such forward looking statements are discussed in greater detail in the
company's Securities and Exchange Commission filings.
- more -
- 3 -
IMPORTANT INFORMATION
Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser
Company ("Weyerhaeuser"), has commenced a tender offer for all the outstanding
shares of common stock of Willamette Industries, Inc. ("Willamette") at $48.00
per share, net to the seller in cash, without interest. The offer currently is
scheduled to expire at 12:00 midnight, New York City time, on Friday, March
30, 2001. CHI may extend the offer. If the offer is extended, CHI will notify
the depositary for the offer and issue a press release announcing the
extension on or before 9:00 a.m. New York City time on the first business day
following the date the offer was scheduled to expire.
On February 9, 2001, Weyerhaeuser and CHI filed with the Securities and
Exchange Commission a definitive proxy statement in connection with the
election of the nominees of Weyerhaeuser and CHI (the "Weyerhaeuser Nominees")
to the Willamette board of directors at the Willamette 2001 annual meeting of
shareholders. Weyerhaeuser may file other proxy solicitation material
regarding the election of the Weyerhaeuser Nominees or the proposed business
combination between Weyerhaeuser and Willamette. The definitive proxy
statement will be sent to shareholders of Willamette seeking their support of
the election of the Weyerhaeuser Nominees to the Willamette board of
directors. Investors and security holders are urged to read the definitive
proxy statement and any other proxy material, when they become available,
because they will contain important information. Investors and security
holders may obtain a free copy of the tender offer statement, the definitive
proxy statement (when it is available) and other documents filed by
Weyerhaeuser with the Commission at the Commission's website at
http://www.sec.gov. The tender offer statement, the definitive proxy statement
(when it is available) and these other documents may also be obtained for free
from Weyerhaeuser by directing a request to Kathryn McAuley at (253) 924-2058.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Willamette shareholders is available in the definitive proxy statement filed
by Weyerhaeuser and CHI with the Commission on Schedule 14A on February 9,
2001.
Today's news release, along with other news about Weyerhaeuser, is available
on the Internet at www.weyerhaeuser.com.
Weyerhaeuser contacts:
ANALYSTS MEDIA
Kathryn McAuley Joele Frank / Jeremy Zweig Bruce Amundson
Weyerhaeuser Joele Frank, Wilkinson Weyerhaeuser
(253) 924-2058 Brimmer Katcher (253) 924-3047
(212) 355-4449