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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 72)
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 $55.50 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 "First Supplement"), the second Supplement thereto dated January 28, 2002
(the "Second 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 First
Supplement, the Second Supplement and the Schedule TO.
Item 11. Additional Information.
Commencing February 1, 2002, Weyerhaeuser and the Purchaser
published an advertisement in various local newspapers relating to the Offer.
The form of the advertisement is filed herewith as Exhibit (a)(5)(RRR).
Item 12. Exhibits.
(a)(5)(RRR) Form of advertisement to be published commencing February 1,
2002.
(a)(5)(SSS) Letter to Willamette's 401(k) plan participants (incorporated
by reference to Exhibit (g)(i) to Amendment No. 83 to the
Schedule 14D-9 filed by Willamette Industries, Inc. on January
29, 2002).
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: February 1, 2002
-2-
Exhibit Index
Exhibit No. Description
(a)(5)(RRR) Form of advertisement to be published commencing February 1,
2002.
(a)(5)(SSS) Letter to Willamette's 401(k) plan participants (incorporated
by reference to Exhibit (g)(i) to Amendment No. 83 to the
Schedule 14D-9 filed by Willamette Industries, Inc. on
January 29, 2002).
Exhibit (a)(5)(RRR)
Reminder To All Willamette Shareholders:
On January 28, 2002, Willamette And Weyerhaeuser Announced An Agreement
To Combine Their Companies Under Which Weyerhaeuser Will Acquire Willamette
For $55.50 Per Willamette Share In Cash
The Willamette Board Of Directors Unanimously Recommends That
All Shareholders Tender Their Willamette Shares Into The Tender Offer
THE CURRENT TENDER OFFER EXPIRES AT MIDNIGHT, NEW YORK CITY
TIME ON FRIDAY, FEBRUARY 8, 2002
How To Tender
Registered Holders
If you hold your shares in your own name, you must complete the letter of
transmittal and return it, along with any other required documents, to the
Depositary prior to the expiration of the offer.
"Street-Name" Holders
If you hold your Willamette shares at a brokerage firm or bank, only they can
tender your shares and only upon receipt of your specific instructions. You
may contact the person who is responsible for your account and instruct them
to tender your shares today.
Willamette Employees
If you are a participant in the Willamette Industries Stock Purchase Plan (the
401K Plan), only the Plan Trustee, Wells Fargo Bank, N.A., can tender your
shares. You may direct the Plan Trustee to tender your shares by returning the
tender instruction form to the Plan Trustee. Completed tender instruction
forms may be returned to the Plan Trustee by fax at (212) 645-8046. You must
provide instructions to the Plan Trustee by 9:00 a.m. Pacific Time on Thursday
February 7, 2002 if you want your Willamette shares to be tendered. If you
have any questions about the tender process or whether your tender
instructions have been received, please contact the 401K Plan information
agent, D.F. King & Co., toll free at (800) 290-6430.
NOTE: If you have already tendered your shares and not withdrawn them you need
take no further action in order to receive the increased offer price of $55.50
per share.
If you have any questions or require assistance in tendering your shares,
please call:
Innisfree M&A Incorporated, at:
1-877-750-5838 (toll-free)
Banks and brokers call collect, at 1-212-750-5833
[WEYERHAEUSER LOGO] [WILLAMETTE LOGO]
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 $55.50 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 Friday, February 8, 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.