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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 65)
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 $55.00 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 January 2, 2002, Weyerhaeuser sent a letter to the board of
directors of Willamette regarding the Offer and proposed business combination
transaction. The text of the press release issued by Weyerhaeuser is filed as
Exhibit (a)(5)(LLL) hereto.
ITEM 12. EXHIBITS.
(a)(5)(LLL) Press release issued by Weyerhaeuser Company, dated
January 2, 2002.
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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
--------------------------------
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
/s/ STEVEN R. ROGEL
--------------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: January 2, 2002
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5)(LLL) Press release issued by Weyerhaeuser Company, dated
January 2, 2002.
Exhibit (a)(5)(LLL)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER REITERATES $55 OFFER TO WILLAMETTE BOARD
FEDERAL WAY, Wash., January 2, 2002 - Weyerhaeuser Company (NYSE: WY) today
sent a letter to the board of directors of Willamette Industries, Inc.
(NYSE: WLL). The full text of the letter follows:
January 2, 2002
Board of Directors
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Dear Board Members:
Since December 18, 2001, our respective financial advisors have had
a number of discussions regarding the Willamette business and
possible synergies that may be achieved by combining Willamette and
Weyerhaeuser. We carefully reviewed the information and the synergy
estimates provided by Willamette's advisors to determine whether we
had overlooked or inappropriately estimated any synergy items in our
prior work. While we found areas where we agree, in other areas much
of the synergy opportunities presented by Willamette's advisors have
already been realized by Weyerhaeuser through operational changes
and acquisitions since mid-1998 and are essentially the same
synergies Willamette has been using publicly over the past year. Our
review of this information has confirmed our previous estimate that
a combination of Weyerhaeuser and Willamette now would result in
approximately $300 million in synergies.
We have provided Willamette's financial advisor with a detailed
review of why we believe Willamette's synergy estimate is not
achievable. Among other things, Willamette's estimated wood products
savings incorporate additional synergies in distribution that we
think are not attainable because: the end customer for many of our
products is different; Weyerhaeuser does not have excess capacity in
its systems; and the estimates do not incorporate the associated
capital or ongoing
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costs to achieve the synergies. Furthermore, Willamette's proposed
savings in containerboard do not account for the significant changes
Weyerhaeuser has made to its own operations since the acquisition of
MacMillan Bloedel in 1999. As previously disclosed, Weyerhaeuser has
generated over $200 million in savings from that transaction, which
limits the potential savings achievable with Willamette. In
addition, the Willamette estimates incorporate savings for
facilities Weyerhaeuser has already closed. Finally, for the white
paper business, it is inappropriate to include savings from Port
Wentworth because Weyerhaeuser has already incorporated the benefits
of this project and Willamette's other previously announced
value-enhancing initiatives in our offer.
Based on a thorough analysis of everything Willamette has provided,
$55 per share represents the highest price we are prepared to pay
for Willamette. This is a premium offer that gives Willamette
shareholders full and fair value for their investment in Willamette,
including potential synergies of the proposed combination. While we
are disappointed that you have not authorized Willamette's advisors
to negotiate a definitive merger agreement, we are prepared to meet
immediately to do so. That would permit our $55 cash offer to be
received promptly by Willamette shareholders.
Sincerely yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
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.
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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