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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 62)
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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CALCULATION OF FILING FEE:
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Transaction Valuation* Amount of Filing Fee**
$6,247,505,605 $1,249,501
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* For purposes of calculating amount of filing fee only. Based on the offer
to purchase 113,591,011 shares of common stock, par value $0.50 per
share, of Willamette Industries, Inc., including the related preferred
stock purchase rights, at a purchase price of $55.00 per share net to the
seller in cash, without interest. Such number of shares represents the
total of 109,879,799 shares issued and outstanding as of October 31, 2001
(as reported in Willamette Industries, Inc.'s Quarterly Report on Form
10-Q for the quarter ended September 30, 2001), and the 3,711,212 shares
issuable on exercise of options to purchase shares outstanding as of
December 31, 2000 (as reported in Willamette Industries, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2000).
** The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,132,464 Filing Party: Weyerhaeuser Company
Form or Registration No.: Schedule TO (005-14566) Dates Filed: November 29, 2000
and May 7, 2001
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 $55.00 per
Share, net to the seller in cash, without interest (the "Offer Price"), 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 4. Terms of the Transaction
The price per Share to be paid pursuant to the Offer has been
increased from $50.00 per Share (including the related Preferred Stock
Purchase Right) to $55.00 per Share (including the related Preferred Stock
Purchase Right), net to the seller in cash, without interest. All shareholders
whose Shares are validly tendered and not withdrawn and accepted for payment
pursuant to the Offer (including Shares tendered prior to the date of this
Statement) will receive the increased price.
Except as expressly set forth in this Statement, all the terms and
conditions previously set forth in the Offer to Purchase, the Supplement and
the Schedule TO remain applicable in all respects to the Offer.
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Item 7. Source and Amount of Funds or Other Consideration
As a result of the increase in the Offer Price, Weyerhaeuser
estimates that the total amount of funds now required to acquire the
outstanding Shares and to pay related fees and expenses will be approximately
$6.3 billion. Morgan Stanley Senior Funding, Inc. and JPMorgan Chase Bank
have agreed to provide the incremental funding required by Weyerhaeuser to
consummate the Offer at the increased Offer Price.
Item 12. Exhibits.
(a)(5)(JJJ) Press release issued by Weyerhaeuser Company, dated
December 13, 2001.
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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: December 13, 2001
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Exhibit Index
Exhibit No. Description
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(a)(5)(JJJ) Press release issued by Weyerhaeuser Company,
dated December 13, 2001.
Exhibit (a)(5)(JJJ)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER RAISES OFFER FOR WILLAMETTE TO $55 PER SHARE
FEDERAL WAY, Wash., December 13, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it has increased the price of its fully financed cash tender
offer for all outstanding shares of Willamette Industries (NYSE: WLL) common
stock to $55 per share from $50 per share. Weyerhaeuser disclosed the
increased offer price in a letter sent today to the board of directors of
Willamette from Steven R. Rogel, Weyerhaeuser chairman, president and chief
executive officer. The full text of the letter follows:
December 13, 2001
Board of Directors
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Dear Board Members:
Weyerhaeuser Company has carefully considered the possible
combination of Willamette with the building products business of
Georgia-Pacific. Based on our knowledge of the Georgia-Pacific
businesses, we believe that such a transaction will result in
significant value destruction for Willamette shareholders. There is
no benefit to our publicly debating the clearly differing views we
have about the merits of the building products business of
Georgia-Pacific and the potential value to Willamette shareholders of
Willamette's acquisition of that business. We had the opportunity to
acquire this Georgia-Pacific business, and declined to do so.
As you know, Weyerhaeuser has a fully financed all-cash offer for all
the outstanding common stock of Willamette, and we have repeatedly
stated that we are prepared to increase our offer to promptly
consummate a mutually beneficial transaction. To date, you have
refused to explore the price we are willing to pay. On the other
hand, you are pursuing a transaction with Georgia-Pacific that would
preclude consummation of our offer.
The Weyerhaeuser Board of Directors has authorized me to make our
best and final offer for Willamette. Accordingly, Weyerhaeuser is
today increasing its offer to $55 per share for all the outstanding
common stock of Willamette. This is a full and fair, premium price
for Willamette that gives your shareholders full credit for all your
value-enhancing initiatives.
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Our offer is not a negotiating tactic; it represents the absolute
maximum price we are prepared to pay for Willamette. We believe that
the combination of our two companies will provide the best value your
shareholders can expect today or in the future and will provide that
value with certainty. We are a disciplined buyer and will not overpay
for Willamette nor acquire an entity created through the combination
of Willamette and the building products business of Georgia-Pacific.
Accordingly, if Willamette rejects our proposal and consummates a
transaction involving the Georgia-Pacific building products business,
we will withdraw our offer.
Sincerely yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
Weyerhaeuser added that the revised tender offer for all outstanding shares of
Willamette remains scheduled to expire on January 9, 2002 at 12:00 midnight
New York City time.
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 $55.00 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, January 9, 2002. 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.
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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