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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 68)
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 21, 2002, Weyerhaeuser and Willamette reached an
agreement in principle under which Weyerhaeuser would acquire Willamette
through an increase in the value of its Offer for all of the outstanding
shares of Willamette to $55.50 per share in cash. The transaction is
subject to the negotiation of a definitive merger agreement and approval by
the Weyerhaeuser and Willamette boards of directors. Assuming a definitive
agreement is reached, Weyerhaeuser expects to accelerate the Expiration
Date of the Offer. The text of a press release issued by Weyerhaeuser is
filed as Exhibit (a)(5)(OOO) hereto.
Item 12. Exhibits.
(a)(5)(OOO) Press release issued by Weyerhaeuser Company, dated
January 21, 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 22, 2002
-2-
Exhibit (a)(5)(OOO)
[Weyerhaeuser Company logo]
PRESS RELEASE
FOR IMMEDIATE RELEASE
WEYERHAEUSER COMPANY AND WILLAMETTE INDUSTRIES
REACH AGREEMENT IN PRINCIPLE FOR ACQUISITION
OF WILLAMETTE AT $55.50 PER SHARE
FEDERAL WAY, Wash., January 21, 2002 - Weyerhaeuser Company (NYSE: WY) today
announced that Weyerhaeuser and Willamette Industries, Inc. (NYSE: WLL) have
reached an agreement in principle under which Weyerhaeuser would acquire
Willamette through an increase in the value of its tender offer for all of the
outstanding shares of Willamette to $55.50 per share in cash. The transaction
is subject to the negotiation of a definitive merger agreement and approval by
the Weyerhaeuser and Willamette boards of directors.
In order to ensure that Willamette shareholders receive their money promptly,
assuming a definitive agreement is reached, Weyerhaeuser expects to accelerate
the closing of its outstanding tender 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, 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.
-more-
-2-
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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