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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 39)
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 25, 2001, Weyerhaeuser commenced publication of a newspaper
advertisement regarding the Offer and Willamette's 2001 annual meeting of
shareholders. The text of the advertisement is filed as Exhibit (a)(5)(JJ)
hereto.
ITEM 12. EXHIBITS.
(a)(5)(JJ) Newspaper advertisement initially published on May 25, 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: May 25, 2001
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EXHIBIT INDEX
Exhibit Description
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(a)(5)(JJ) Newspaper advertisement initially published on May 25, 2001.
Exhibit (a)(5)(JJ)
TO ALL WILLAMETTE SHAREHOLDERS:
NATION'S LEADING INDEPENDENT PROXY ADVISORY
FIRMS RECOMMEND WILLAMETTE SHAREHOLDERS
VOTE FOR THE WEYERHAEUSER NOMINEES
Institutional Shareholder Services (ISS) and Proxy Monitor are widely
recognized as the leading independent proxy advisory firms in the nation.
Their recommendations are relied upon by hundreds of major institutional
investment firms, mutual funds, and other fiduciaries throughout the country.
On May 22, 2001, ISS recommended that if Willamette shareholders want any
transaction, they should vote the GOLD proxy card FOR the Weyerhaeuser
nominees. In connection with its recommendation, 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 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."
In its May 24, 2001 recommendation, Proxy Monitor said:
"[T]he Willamette board appears to have lost sight of the fiduciary
responsibility it owes to its shareholders and, for that reason, its
credibility as well."*
IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED
WE WILL WITHDRAW OUR OFFER
If our slate is elected at the June 7th meeting and Willamette continues to
refuse to negotiate, Weyerhaeuser intends 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.
DON'T DELAY--VOTE GOLD TODAY
We believe you deserve a board of directors that will act to protect your
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.
[Weyerhaeuser Company logo]
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).
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.
*PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED.
May 25, 2001