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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 74)
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.
ITEMS 4 AND 8. TERMS OF THE OFFER; INTEREST IN WILLAMETTE SECURITIES
The subsequent offering period in connection with the Offer expired
on Wednesday, February 13, 2002 at 12:00 midnight, New York City time.
Weyerhaeuser's preliminary calculations indicate that during the subsequent
offering period Willamette shareholders tendered approximately 5.7 million
Shares (including approximately 1.6 million Shares with respect to which
Notices of
2
Guaranteed Delivery were submitted). The Shares tendered during the subsequent
offering period, together with the 101.6 million Shares purchased by the
Purchaser following expiration of the initial offering period, represent
approximately 97.5% of the outstanding Shares of Willamette common stock.
The text of a press release issued by Weyerhaeuser on February 14,
2002, is filed as Exhibit (a)(5)(WWW) hereto.
3
ITEM 12. EXHIBITS
(a)(5)(WWW) Press release issued by Weyerhaeuser Company, dated
February 14, 2002.
4
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
----------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: February 14, 2002
5
Exhibit Index
Exhibit No. Description
(a)(5)(WWW) Press release issued by Weyerhaeuser Company, dated
February 14, 2002.
6
Exhibit (a)(5)(WWW)
NEWS RELEASE [WEYERHAEUSER LOGO]
FOR IMMEDIATE RELEASE
WEYERHAEUSER ANNOUNCES EXPIRATION OF
WILLAMETTE SUBSEQUENT OFFERING PERIOD
FEDERAL WAY, Wash., February 14, 2002--Weyerhaeuser Company (NYSE: WY) today
announced that the subsequent offering period in connection with the tender
offer by its wholly owned subsidiary, Company Holdings, Inc. ("CHI"), to
purchase all of the outstanding shares of common stock of Willamette
Industries, Inc. (NYSE: WLL) expired on Wednesday, February 13, 2002 at 12:00
midnight, New York City time. Weyerhaeuser's preliminary calculations indicate
that during the subsequent offering period Willamette shareholders tendered
approximately 5.7 million Willamette shares (including approximately 1.6
million shares with respect to which notices of guaranteed delivery were
submitted). The shares tendered during the subsequent offering period,
together with the Willamette shares purchased by CHI following expiration of
the initial offering period, represent approximately 97.5 percent of the
outstanding shares of Willamette common stock.
As previously announced, Weyerhaeuser intends to complete a second-step merger
as soon as practicable in which all remaining Willamette shares will be
converted into the right to receive the same cash price paid in the tender
offer. Weyerhaeuser expects that the second-step merger will occur on March
14, 2002.
Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 2001, sales were $14.5 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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