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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 66)
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 4, 2002, Weyerhaeuser issued a press release regarding
the Offer and proposed business combination transaction. The text of the press
release issued by Weyerhaeuser is filed as Exhibit (a)(5)(MMM) hereto.
Item 12. Exhibits.
(a)(5)(MMM) Press release issued by Weyerhaeuser Company, dated January 4,
2002.
- 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
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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: January 4, 2002
- 2 -
Exhibit Index
Exhibit No. Description
(a)(5)(MMM) Press release issued by Weyerhaeuser Company, dated
January 4, 2002.
Exhibit (a)(5)(MMM)
[Weyerhaeuser Company logo]
News Release
For Immediate Release
WEYERHAEUSER COMPANY DISAPPOINTED WITH WILLAMETTE
INDUSTRIES, INC.'S REJECTION OF ITS $55 CASH OFFER
FEDERAL WAY, Wash., January 4, 2002 - Weyerhaeuser Company (NYSE: WY) today
gave the following statement in response to Willamette Industries, Inc.'s
(NYSE: WLL) rejection of its offer to acquire all of Willamette's outstanding
common stock for $55 per share in cash.
"We are disappointed that the Willamette board of directors has rejected our
fully financed $55 offer. After careful consideration and a thorough analysis
of all of the information provided to us by Willamette, we have found nothing
that has changed our view of the value of the company or the synergies that
could be achieved through a combination of Weyerhaeuser and Willamette. $55
per share is the highest price we are prepared to pay. This is a premium offer
that gives Willamette shareholders full and fair value for their investment in
Willamette. We remain committed to this transaction. In that regard, we intend
to propose three additional nominees for election to the Willamette board of
directors at the company's next annual meeting. Willamette's refusal to
negotiate a definitive merger agreement now will only serve to impair the
value to be received by Willamette shareholders.
"Willamette shareholders and industry experts have continued to express
widespread support for our offer. We sincerely hope the Willamette board does
not enter into any transaction that would damage shareholder value or
otherwise preclude a combination with Weyerhaeuser. As we have said, if
Willamette consummates a transaction involving the Georgia-Pacific building
products business, we will withdraw our 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 $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.
-more-
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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