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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 53)
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 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
On September 13, 2001, Mr. Rogel telephoned Mr. McDougall to
reiterate Weyerhaeuser's desire to begin prompt negotiations with Willamette.
Mr. Rogel stated that he believed Weyerhaeuser's current $50 offer represented
a fair price for Willamette, particularly in light of weakening economic
conditions. He stated that nevertheless Weyerhaeuser was willing to negotiate
a price higher than $50 if Willamette would engage in meaningful discussions
with Weyerhaeuser. He stated, however, that Weyerhaeuser was not willing to
increase its price prior to such discussions. Mr. Rogel stated that he
believed Willamette shareholders would receive better value from a transaction
negotiated now than at some time in the future. Mr. McDougall replied that
Willamette was not willing to begin negotiations unless Weyerhaeuser first
offered a price that Willamette would regard as reasonable. Mr. McDougall did
not state what price that would be.
ITEM 11. ADDITIONAL INFORMATION.
On September 14, 2001, Weyerhaeuser extended the Offer until 12:00
midnight New York City time on Wednesday, October 17, 2001. The text of a
press release issued by Weyerhaeuser on September 14, 2001, announcing the
extension of the Offer is filed as Exhibit (a)(5)(CCC) hereto.
ITEM 12. EXHIBITS.
(a)(5)(CCC) Press release dated September 14, 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
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/s/ STEVEN R. ROGEL
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
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/s/ STEVEN R. ROGEL
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: September 17, 2001
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Exhibit Index
Exhibit Description
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(a)(5)(CCC) Press release dated September 14, 2001, issued by Weyerhaeuser
Company.
Exhibit (a)(5)(CCC)
NEWS RELEASE [Weyerhaeuser Company logo]
For Immediate Release
WEYERHAEUSER TENDER OFFER FOR WILLAMETTE INDUSTRIES
EXTENDED TO OCTOBER 17, 2001
FEDERAL WAY, Wash., September 14, 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 October 17, 2001.
As of 5:00 p.m., New York City time, on September 10, 2001, Willamette
shareholders had tendered and not withdrawn approximately 32.7 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 Wednesday, October 17, 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