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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 54)
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 October 11, 2001, Weyerhaeuser sent a letter to William Swindells,
chairman, and Duane McDougall, president and chief executive officer, of
Willamette. The text of a press release issued by Weyerhaeuser on October 11,
2001, containing the text of the letter is filed as Exhibit (a)(5)(DDD) hereto.
Item 12. Exhibits.
(a)(5)(DDD) Press release dated October 11, 2001, issued by Weyerhaeuser
Company.
- 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: October 11, 2001
- 2 -
Exhibit Index
Exhibit Description
------- -----------
(a)(5)(DDD) Press release dated October 11, 2001, issued by
Weyerhaeuser Company.
Exhibit (a)(5)(DDD)
NEWS RELEASE [Weyerhaeuser Company logo]
For Immediate Release
WEYERHAEUSER RESPONDS TO WILLAMETTE LETTER
FEDERAL WAY, Wash., October 11, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it sent the following letter to William Swindells, chairman, and
Duane McDougall, president and chief executive officer, of Willamette
Industries, Inc. (NYSE: WLL).
October 11, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Dear Messrs. Swindells and McDougall:
Your letter of today is simply another way for you to just say no to
discussions with Weyerhaeuser. We believe that our existing $50 per
share offer is a fair price for Willamette. Nevertheless, we have
said that we are willing to increase our price if Willamette will
engage in meaningful negotiations with us. We are not going to
increase our price, however, merely to begin discussions that, based
on your letter, would not be productive.
We look forward to hearing from you when you come to a more realistic
view as to a fair value for Willamette.
Sincerely yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
-more-
-2-
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
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