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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 45)
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 June 5, 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)(SS)
hereto.
On June 5, 2001, an editorial submitted by Steven R. Rogel,
Weyerhaeuser's chairman, president and chief executive officer, was published
in the PORTLAND TRIBUNE. The text of the editorial is filed as Exhibit
(a)(5)(TT) hereto.
ITEM 12. EXHIBITS.
(a)(5)(SS) Newspaper advertisement initially published by Weyerhaeuser
Company on June 5, 2001.
(a)(5)(TT) Editorial published in the PORTLAND TRIBUNE on June 5, 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 5, 2001
- 2 -
Exhibit Index
Exhibit Description
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(a)(5)(SS) Newspaper advertisement initially published by
Weyerhaeuser Company on June 5, 2001.
(a)(5)(TT) Editorial published in the PORTLAND TRIBUNE on June 5, 2001.
Exhibit (a)(5)(SS)
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. THOUGH
WILLAMETTE RECENTLY HAS PUBLICLY SUGGESTED THEY MIGHT CONSIDER A HIGHER OFFER,
ON JUNE 2, 2001, DUANE MCDOUGALL, PRESIDENT AND CEO OF WILLAMETTE SAID, "WE
AREN'T FISHING FOR ANYTHING HIGHER." "WE WOULD PREFER WEYERHAEUSER WOULD JUST
GO AWAY."(1)
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]
Time is short! Please call our proxy solicitor, INNISFREE M&A
INCORPORATED, at 1-877-750-5838 (toll-free) for assistance in the last minute
voting of your shares FOR the Weyerhaeuser nominees.
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.
(1) Associated Press, 6.2.01
* PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED June 5, 2001
Exhibit (a)(5)(TT)
MERGER WOULD YIELD STRONGER, MORE COMPETITIVE COMPANY
By Steven R. Rogel
Oregon's leadership role in the forest-products industry began in 1902
when Weyerhaeuser bought several thousand acres of timberlands near Coos Bay.
A few years later, Willamette Industries commenced operations.
That leadership position has resulted in jobs, support for Oregon's
educational system, civic pride and enhanced environmental practices.
But the world has changed since Weyerhaeuser and Willamette put down
Oregon roots nearly 100 years ago. The competitive landscape of our industry
has changed dramatically--certain trends are emerging, and as a result, the
industry is becoming more global.
In today's competitive market, forest-products companies require critical
mass and an international presence to thrive. As a result of these shifting
dynamics, smaller players are increasingly becoming relegated to regional
markets.
It is my belief that forest-products companies that fail to recognize
these fundamental changes are jeopardizing the future of those companies and
the employees who depend on them for a living.
Combining Weyerhaeuser and Willamette will create a stronger company that
can provide employees with greater opportunities. The resulting combination
will be a global leader in our industry, headquartered in the Pacific
Northwest.
Recently, our industry's changing market conditions have resulted in
European companies acquiring North American firms. While many of these
companies are well-respected competitors, only a firm that grew up right here
in the Northwest can truly understand and support what is important to the
citizens of Oregon. You expect and deserve companies to operate according to
the highest safety, ethical and environmental standards and to be active
members of the Oregon community.
Having operated in Oregon for nearly a century, Weyerhaeuser understands
these expectations, and we've lived up to your high standards. In the past five
years, the Weyerhaeuser Company Foundation has donated millions of dollars to
charities throughout Oregon to meet community needs in the areas of education,
youth development, human services, the arts and the environment.
Just this past year, our Cottage Grove operations received SOLV's top
citizenship award for our employees' volunteer work in tutoring students. The
Oregon Department of Forestry and the Department of Fish and Wildlife also
have recognized us for our fish and wildlife stewardship efforts.
Our Northwest ties also have resulted in a close working relationship
with leading educational institutions such as the University of Oregon and
Oregon State University.
As one of the few companies in our industry that continues to conduct
basic research, we work beside professors and students in Oregon to discover
new ways to meet society's needs for forest products while protecting
important natural resources. Such cooperative approaches have lead to
innovative measures to protect salmon spawning grounds and the habitat of
other Northwest wildlife.
Another example of our deep Oregon roots is the fact that many of our
senior executives have had extensive operating experience in Oregon and that
more than 6,000 current and former employees live in the state.
Weyerhaeuser is proud of its Oregon heritage. We look forward to taking
the steps that we believe are necessary to ensure the state retains its
leadership position in our industry. At Weyerhaeuser, the future is growing
and we want Oregon to be an even bigger part of that growth.