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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 47)
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 7, 2001, Weyerhaeuser issued a press release regarding the
Offer and Willamette's 2001 annual meeting of shareholders. The text of the
press release is filed as Exhibit (a)(5)(VV) hereto.
On June 7, 2001, Weyerhaeuser extended the Offer until 12:00 midnight
New York City time on Thursday, June 28, 2001. The text of a press release
issued by Weyerhaeuser on June 7, 2001 announcing the extension of the Offer is
filed as Exhibit (a)(5)(WW) hereto.
ITEM 12. EXHIBITS.
(a)(5)(VV) Press release dated June 7, 2001, issued by Weyerhaeuser Company.
(a)(5)(WW) Press release dated June 7, 2001, issued by Weyerhaeuser Company.
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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: June 7, 2001
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EXHIBIT INDEX
Exhibit Description
------- -----------
(a)(5)(VV) Press release dated June 7, 2001, issued by
Weyerhaeuser Company.
(a)(5)(WW) Press release dated June 7, 2001, issued by
Weyerhaeuser Company.
Exhibit (a)(5)(VV)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
PRELIMINARY VOTE COUNT SUPPORTS
WEYERHAEUSER NOMINEES
FEDERAL WAY, Wash., June 7, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that based on the number of proxies it has submitted to the
independent inspectors of election, Investor Voting Services, it appears that
the three Weyerhaeuser director nominees, following certification of the Annual
Meeting results, will be elected to the board of directors of Willamette
Industries, Inc. (NYSE: WLL).
Steven R. Rogel, chairman, president and chief executive officer of Weyerhaeuser
said, "Weyerhaeuser would like to thank the Willamette shareholders for their
support throughout this process. We are confident that the final outcome of
today's vote will clearly demonstrate that the Willamette shareholders want and
expect their board to enter into negotiations with Weyerhaeuser to reach a
mutually beneficial transaction. We have repeatedly stated that we are willing
to increase our offer above the current $50 per share price if Willamette would
sit down with us. We are prepared to immediately commence discussions with
Willamette to move the combination of our two companies to completion in a
cooperative manner. However, if Willamette continues to ignore what we believe
is the clear desire of the company's shareholders for a transaction with
Weyerhaeuser, we intend to nominate a slate of directors for election at
Willamette's 2002 Annual Meeting.
"I would also like to thank and compliment the employees of both Weyerhaeuser
and Willamette. Despite the potential distraction of the past six months'
activities, they remained focused on working safely and serving customers. I am
confident that a combination of the two workforces will create the finest
company in our industry - headquartered in the Pacific Northwest," he concluded.
Prior to the closing of the polls at the Annual Meeting, all proxy cards
received by Weyerhaeuser were turned over to the independent inspectors of
election who will tabulate the results. It is expected that the preliminary
tabulation will be provided to Weyerhaeuser and Willamette in two to three
weeks, after which both sides will have the opportunity to examine the proxy
tabulation. Weyerhaeuser will publicly announce the final results once they are
made available to the company.
-more-
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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 Thursday, June 28, 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
Exhibit (a)(5)(WW)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER TENDER OFFER FOR WILLAMETTE INDUSTRIES
EXTENDED TO JUNE 28, 2001
FEDERAL WAY, Wash., June 7, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it has extended its $50 per share cash tender offer for all of
the outstanding common stock of Willamette Industries, Inc. (NYSE: WLL) until
midnight, New York City time, on June 28, 2001.
As of 11:00 p.m. New York City time, on June 6, 2001, Willamette shareholders
had tendered and not withdrawn approximately 31.2 million shares pursuant to
Weyerhaeuser's tender offer.
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 28, 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