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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 40)
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 29, 2001, Weyerhaeuser announced that it had sent a letter
to shareholders of Willamette. The text of a press release is filed as Exhibit
(a)(5)(KK) hereto.
ITEM 12. EXHIBITS.
(a)(5)(KK) Press release dated May 29, 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 29, 2001
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EXHIBIT INDEX
Exhibit Description
------- -----------
(a)(5)(KK) Press release dated May 29, 2001.
Exhibit (a)(5)(KK)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE SHAREHOLDERS
FEDERAL WAY, Wash., May 29, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it sent the following letter to shareholders of Willamette
Industries, Inc. (NYSE: WLL):
May 25, 2001
Dear Willamette Shareholder:
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 by electing 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.
INSTITUTIONAL SHAREHOLDER SERVICES (ISS) AND PROXY
MONITOR RECOMMEND WILLAMETTE SHAREHOLDERS VOTE FOR
THE WEYERHAEUSER NOMINEES
ISS and Proxy Monitor, the nation's leading independent proxy
advisory firms, recommended that Willamette shareholders vote FOR
the Weyerhaeuser slate of director nominees at Willamette's Annual
Meeting scheduled for June 7, 2001. Their recommendations are
relied upon by hundreds of major institutional investment firms,
mutual funds, and other fiduciaries throughout the country.
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."
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"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 stated that:
"[O]ne has to wonder whether the Willamette board would accept
ANY offer from Weyerhaeuser, or any other suitor for that
matter. Management has consistently refused to negotiate with
Weyerhaeuser, has not given any indication of a price it might
accept, and has not looked for other buyers. Instead, the
board's strategy seems to be concentrated upon its own
survival."
"[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."
"Willamette's agreement with its financial advisor in this
contest, Goldman Sachs & Co., is eye-popping as well."*
Ask yourself why Willamette is paying Goldman Sachs $30 million of
your money to prevent a deal with Weyerhaeuser.
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.
SEND A MESSAGE TO THE 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.
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 |
| in the postage-paid envelope TODAY. |
| |
| |
| 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. |
| |
| 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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*PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED
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