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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 36)
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 $50.00 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, the Supplement thereto dated May 7, 2001
(the "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
Supplement and the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
On May 22, 2001, Weyerhaeuser sent a letter to shareholders of
Willamette regarding the election of directors at Willamette's 2001 annual
meeting of shareholders. The text of a press release issued by Weyerhaeuser on
May 22, 2001 is filed as Exhibit (a)(5)(GG) hereto.
ITEM 12. EXHIBITS.
(a)(5)(GG) Press release issued by Weyerhaeuser Company on May 22, 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
-------------------------------
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
/s/ STEVEN R. ROGEL
-------------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: May 22, 2001
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EXHIBIT INDEX
Exhibit Description
------- -----------
(a)(5)(GG) Press release issued by Weyerhaeuser Company on May 22, 2001.
Exhibit (a)(5)(GG)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE SHAREHOLDERS
FEDERAL WAY, Wash., May 22, 2001 - Weyerhaeuser Company (NYSE: WY) today
sent the following letter to shareholders of Willamette Industries, Inc.
(NYSE: WLL):
May 22, 2001
Dear Willamette Shareholder:
The Willamette board has undertaken a six-month effort to prevent
Weyerhaeuser from consummating our tender offer and delivering premium
value to you, the Willamette shareholders. At Willamette's long-delayed
annual meeting on June 7th, you will have an opportunity to send a
message to the Willamette board that they cannot ignore. You will be able
to elect directors who are committed to maximizing value for shareholders
NOW. We believe the only way to facilitate the proposed combination is to
vote the GOLD proxy card FOR the election of the Weyerhaeuser nominees.
WILLAMETTE REFUSES TO DISCUSS THE POSSIBILITY OF AN INCREASED PRICE
WITH WEYERHAEUSER
William Swindells, chairman of Willamette, and his board have refused to
negotiate or even discuss with Weyerhaeuser the details of our offer to
acquire Willamette or our willingness to pay an increased price. We think
that the Willamette board has made it crystal clear that the company they
have been entrusted to manage for you is simply not for sale, at any
price.
IF WILLAMETTE IS PREPARED TO NEGOTIATE A DEFINITIVE MERGER AGREEMENT
PROMPTLY, WEYERHAEUSER IS WILLING TO INCREASE ITS OFFER ABOVE $50 PER
SHARE. Meanwhile, William Swindells, his board and management continue to
hide behind a staggered board and poison pill. Now is the time for
Willamette shareholders to take control of their company to maximize the
value of their shares.
IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED WE WILL
WITHDRAW OUR OFFER
If the Weyerhaeuser slate is elected at the June 7th meeting and
Willamette continues to refuse to negotiate, we intend to nominate a
slate of directors for election at Willamette's 2002 Annual Meeting.
HOWEVER, IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED ON JUNE 7TH, WE
WILL WITHDRAW OUR OFFER, SINCE IT WILL TAKE AT LEAST TWO MORE YEARS,
UNTIL THE 2003 ANNUAL MEETING, TO EFFECT A TRANSACTION NOT APPROVED BY
THE CURRENT WILLAMETTE BOARD.
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SEND A MESSAGE TO THE WILLAMETTE BOARD
DON'T DELAY--VOTE GOLD TODAY
You deserve a board of directors that will act in your best interests. We
are seeking your support for the election of our three nominees to
Willamette's board at the Willamette Annual Meeting. Please vote FOR the
election of the Weyerhaeuser nominees on your GOLD proxy card.
Very truly yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and
Chief Executive Officer
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| Whether or not you plan to attend the 2001 Annual Meeting, we urge |
| you to vote FOR the election of the Weyerhaeuser nominees by |
| signing, dating and returning the enclosed GOLD proxy card TODAY. |
| |
| "STREET-NAME" HOLDERS |
| -------------------- |
| Remember, if you hold your Willamette shares with a brokerage firm |
| or bank, only they can exercise voting rights with respect to your |
| shares and only upon receipt of your specific instructions. |
| Accordingly, it is critical that you promptly contact the person |
| responsible for your account and give instructions to vote the GOLD |
| proxy card FOR the election of the Weyerhaeuser nominees. |
| |
| WILLAMETTE EMPLOYEES |
| -------------------- |
| If you are a participant in the Willamette Industries Stock Purchase |
| Plan (THE 401K PLAN), only the Plan Trustee, Wells Fargo Bank, N.A., |
| can vote your shares. You may direct the Plan Trustee how to vote |
| your shares by signing, dating and returning the GOLD instruction |
| form provided by the Plan Trustee. Completed instructions must be |
| received by the Plan Trustee at the address set forth in the GOLD |
| instruction form no later than the close of business on May 25, 2001 |
| for your vote to be counted. If you need a new GOLD instruction form |
| or have any questions about how to instruct the Plan Trustee or |
| whether your voting instructions have been received, please contact |
| the Willamette Industries Stock Purchase Plan Information Agent, |
| D.F. King & Co., Inc., at 1-800-207-3155 (toll-free). REMEMBER, YOUR |
| INSTRUCTIONS TO THE PLAN TRUSTEE ARE COMPLETELY CONFIDENTIAL. |
| |
| |
| IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN EXECUTING OR |
| DELIVERING YOUR PROXY OR VOTING INSTRUCTIONS, PLEASE CALL OUR PROXY |
| SOLICITOR, INNISFREE M&A INCORPORATED, AT 1-877-750-5838 |
| (TOLL-FREE). |
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IMPORTANT INFORMATION
Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser
Company, has commenced a tender offer for all the outstanding shares of
common stock of Willamette Industries, Inc. at $50.00 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 Thursday, June 7, 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.
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.
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