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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 37)
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, Institutional Shareholder Services recommended that
Willamette shareholders vote for the Weyerhaeuser nominees 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)(HH) hereto.
ITEM 12. EXHIBITS.
(a)(5)(HH) 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 23, 2001
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EXHIBIT INDEX
Exhibit Description
------- -----------
(a)(5)(HH) Press release issued by Weyerhaeuser Company on May 22, 2001.
Exhibit (a)(5)(HH)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
ISS RECOMMENDS THAT WILLAMETTE SHAREHOLDERS VOTE FOR
WEYERHAEUSER NOMINEES
FEDERAL WAY, Wash., May 22, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that Institutional Shareholder Services (ISS) recommended that
Willamette Industries, Inc. (NYSE: WLL) shareholders vote FOR the Weyerhaeuser
slate of director nominees at Willamette's Annual Meeting scheduled to be held
on June 7, 2001.
ISS is widely recognized as the leading independent proxy advisory firm in the
nation. Their recommendations are relied upon by hundreds of major
institutional investment firms, mutual funds, and other fiduciaries throughout
the country.
In reaching its decision to recommend that Willamette shareholders vote FOR
the three Weyerhaeuser nominees over the Willamette slate, ISS noted in its
May 22, 2001 report that:
"Metrics aside, it is Willamette's stonewalling that has kept
Weyerhaeuser from improving its bid.
Weyerhaeuser, understandably, does not wish to keep bidding against
itself, but has stated its willingness to raise its offer if
Willamette will only negotiate . . . The issue in this proxy contest
is thus not about the price on offer, it is about getting ANY price.
We believe [Willamette's] management has made its position abundantly
clear: it is simply not interested in selling. But in remaining
unyielding towards negotiating with Weyerhaeuser, Willamette has
shown a high degree of disregard for the wishes of its own
shareholders, as expressed in their response to the tender offer.
In the face of the company's takeover defenses, we believe that
shareholders desirous of obtaining any deal--be it with Weyerhaeuser
or another party--have no other recourse than to elect the
Weyerhaeuser nominees."*
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Steven R. Rogel, chairman, president, and chief executive officer of
Weyerhaeuser, said, "We are very pleased that ISS has recommended that
Willamette shareholders vote for the Weyerhaeuser director nominees. We
believe that the current Willamette board will not sell the company at any
price. At Willamette's June 7th Annual Meeting, shareholders will have the
opportunity to send a message to the Willamette board that cannot be ignored.
Shareholders will be able to elect directors who are committed to maximizing
value for shareholders now."
Weyerhaeuser is seeking the support of Willamette shareholders for the
election of the three Weyerhaeuser nominees to Willamette's board at the
Willamette Annual Meeting. We urge Willamette shareholders to sign, date and
return the GOLD proxy card today voting FOR the election of the Weyerhaeuser
nominees. For more information about how to vote for the Weyerhaeuser slate of
director nominees, shareholders can call Weyerhaeuser's proxy solicitor,
Innisfree M&A Incorporated, at 1-877-750-5838 (toll-free).
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.
*PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED
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 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.
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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 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 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