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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 44)
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 31, 2001, Weyerhaeuser sent a letter to shareholders of
Willamette regarding the Offer and Willamette's 2001 annual meeting of
shareholders. The text of the letter is filed as Exhibit (a)(5)(QQ) hereto.
On June 1, 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)(RR) hereto.
Item 12. Exhibits.
(a)(5)(QQ) Letter dated May 31, 2001, sent by Weyerhaeuser Company to
shareholders of Willamette Industries, Inc.
(a)(5)(RR) Newspaper advertisement initially published by Weyerhaeuser
Company on June 1, 2001.
- 1 -
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: June 1, 2001
- 2 -
Exhibit Index
Exhibit Description
------- -----------
(a)(5)(QQ) Letter dated May 31, 2001, sent by Weyerhaeuser Company to
shareholders of Willamette Industries, Inc.
(a)(5)(RR) Newspaper advertisement initially published by Weyerhaeuser
Company on June 1, 2001.
Exhibit (a)(5)(QQ)
[Weyerhaeuser Company letterhead]
May 31, 2001
Dear Willamette Shareholder:
BREAK THE LOGJAM
ELECT THE WEYERHAEUSER NOMINEES
Weyerhaeuser has repeatedly stated that if Willamette is prepared to
negotiate a definitive merger agreement promptly, Weyerhaeuser is willing
to increase its offer above $50 per share. Weyerhaeuser believes that, by
refusing to negotiate an increased price, the Willamette board and
management have made it crystal clear that the company is simply not for
sale at any price. The only way to break this logjam is to elect the
Weyerhaeuser nominees at Willamette's June 7th Annual Meeting.
"WE DO BELIEVE, HOWEVER, THAT THE WILLAMETTE BOARD APPEARS TO HAVE
LOST SIGHT OF THE FIDUCIARY RESPONSIBILITY IT OWES TO ITS SHAREHOLDERS
AND, FOR THAT REASON, ITS CREDIBILITY AS WELL."
"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."
"WE RECOMMEND THAT SHAREHOLDERS VOTE FOR THE WEYERHAEUSER NOMINEES ON
THE GOLD PROXY BALLOT."
Proxy Monitor, 5.24.01*
"EVEN WITHOUT THE ISS ANNOUNCEMENT, WE THINK MOST NONALIGNED
WILLAMETTE SHAREHOLDERS WOULD HAVE VOTED THE WEYERHAEUSER SLATE IN
ORDER TO KEEP THEIR OPTIONS OPEN. IN THE MIDST OF A GLOBAL ECONOMIC
SLOWDOWN, WHY WOULDN'T YOU WANT UPSIDE OPTIONS BEYOND THE CYCLE?"
FIRST CALL, Deutsche Banc Alex. Brown Inc.: Mark Wilde, 5.24.01*
"METRICS ASIDE, IT IS WILLAMETTE'S STONEWALLING THAT HAS KEPT
WEYERHAEUSER FROM IMPROVING ITS BID."
"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."
Institutional Shareholder Services, 5.22.01*
"WE BELIEVE THAT WILLAMETTE INVESTORS SHOULD VOTE FOR THE WEYERHAEUSER
SLATE OF DIRECTORS. IN DOING SO, THEY WILL PRESERVE THE POTENTIAL FOR
A HIGHER OFFER PRICE AND AN EVENTUAL DEAL. WE DO NOT BELIEVE THAT
WILLAMETTE HAS PRESENTED A CREDIBLE ALTERNATIVE TO THE WEYERHAEUSER
PLAN."
FIRST CALL, Credit Suisse First Boston: Mark Connelly, 5.21.01*
------------------------
* PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED.
IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED
WE WILL WITHDRAW OUR OFFER
VOTE GOLD NOW TO TAKE CONTROL OF YOUR INVESTMENT
Weyerhaeuser believes that the only way to facilitate a transaction between
Weyerhaeuser and Willamette is to elect the Weyerhaeuser nominees to
Willamette's board. 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.
Very truly yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
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.
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 NEED ASSISTANCE IN THE LAST-MINUTE VOTING OF
YOUR SHARES, PLEASE CALL OUR PROXY SOLICITOR, INNISFREE M&A INCORPORATED,
AT 1-877-750-5838 (TOLL-FREE).
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.
Exhibit (a)(5)(RR)
TO ALL WILLAMETTE SHAREHOLDERS:
BREAK THE LOGJAM
ELECT THE WEYERHAEUSER NOMINEES
Weyerhaeuser has repeatedly stated that if Willamette is prepared to
negotiate a definitive merger agreement promptly, Weyerhaeuser is willing
to increase its offer above $50 per share. Weyerhaeuser believes that, by
refusing to negotiate an increased price, the Willamette board and
management have made it crystal clear that the company is simply not for
sale at any price. The only way to break this logjam is to elect the
Weyerhaeuser nominees at Willamette's June 7th Annual Meeting.
"EVEN WITHOUT THE ISS ANNOUNCEMENT, WE THINK MOST NONALIGNED
WILLAMETTE SHAREHOLDERS WOULD HAVE VOTED THE WEYERHAEUSER SLATE IN
ORDER TO KEEP THEIR OPTIONS OPEN. IN THE MIDST OF A GLOBAL ECONOMIC
SLOWDOWN, WHY WOULDN'T YOU WANT UPSIDE OPTIONS BEYOND THE CYCLE?"
FIRST CALL, Deutsche Banc Alex. Brown Inc.: Mark Wilde, 5.24.01*
"WE BELIEVE THAT WILLAMETTE INVESTORS SHOULD VOTE FOR THE WEYERHAEUSER
SLATE OF DIRECTORS. IN DOING SO, THEY WILL PRESERVE THE POTENTIAL FOR
A HIGHER OFFER PRICE AND AN EVENTUAL DEAL. WE DO NOT BELIEVE THAT
WILLAMETTE HAS PRESENTED A CREDIBLE ALTERNATIVE TO THE WEYERHAEUSER
PLAN."
FIRST CALL, Credit Suisse First Boston: Mark Connelly, 5.21.01*
"METRICS ASIDE, IT IS WILLAMETTE'S STONEWALLING THAT HAS KEPT
WEYERHAEUSER FROM IMPROVING ITS BID."
"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."
Institutional Shareholder Services, 5.22.01*
"WE DO BELIEVE, HOWEVER, THAT THE WILLAMETTE BOARD APPEARS TO HAVE
LOST SIGHT OF THE FIDUCIARY RESPONSIBILITY IT OWES TO ITS SHAREHOLDERS
AND, FOR THAT REASON, ITS CREDIBILITY AS WELL."
"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."
"WE RECOMMEND THAT SHAREHOLDERS VOTE FOR THE WEYERHAEUSER NOMINEES ON
THE GOLD PROXY BALLOT."
Proxy Monitor, 5.24.01*
IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED
WE WILL WITHDRAW OUR OFFER
Weyerhaeuser believes that the only way to facilitate a transaction between
Weyerhaeuser and Willamette is to elect the Weyerhaeuser nominees to
Willamette's board. 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.
VOTE GOLD NOW TO TAKE CONTROL OF YOUR INVESTMENT
[Weyerhaeuser Company logo]
To support the Weyerhaeuser nominees, ignore the green proxy card.
You must use the GOLD card to vote for the Weyerhaeuser nominees.
If you have any questions or require assistance with the last-minute
execution of your GOLD proxy card, 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 June 1, 2001