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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 67)
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 10, 2002, Weyerhaeuser extended the Offer until 12:00
midnight New York City time on Wednesday, February 27, 2002. The text of a
press release issued by Weyerhaeuser on January 10, 2002, announcing the
extension of the Offer, is filed as Exhibit (a)(5)(NNN) hereto.
Item 12. Exhibits.
(a)(5)(NNN) Press release issued by Weyerhaeuser Company, dated
January 10, 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
-------------------------
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 10, 2002
-2-
Exhibit (a)(5)(NNN)
[Weyerhaeuser Company logo]
Press Release
For Immediate Release
WEYERHAEUSER PLEASED WITH WILLAMETTE TENDER RESULTS
FEDERAL WAY, Wash., January 10, 2002 - Weyerhaeuser Company (NYSE: WY) today
announced that it has extended its $55 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 February 27, 2002.
As of midnight, New York City time, on January 9, 2002, Willamette
shareholders had tendered and not withdrawn approximately 70 million shares
pursuant to Weyerhaeuser's tender offer. This represents approximately 64
percent of Willamette's outstanding common shares.
Steven R. Rogel, chairman, president, and chief executive officer of
Weyerhaeuser, stated, "We are gratified to receive this level of support from
the Willamette shareholders. We hope that the Willamette board of directors
will view the tender results as a referendum on Willamette's competing value
alternatives. Willamette shareholders have demonstrated their clear preference
to complete a transaction with Weyerhaeuser and not to enter into a
transaction with Georgia-Pacific.
"A combination of Willamette and Weyerhaeuser will create the premier forest
products company, with its headquarters in the Pacific Northwest. The combined
company will have high quality management and assets focused on complementary
products. Working together we can accomplish great things," Mr. Rogel said.
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, February 27, 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 intends to nominate three additional
nominees for election to the Willamette board at the company's next annual
meeting. However, if Willamette consummates a transaction involving the
Georgia-Pacific building products business, Weyerhaeuser will withdraw its
offer.
-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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