============================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO
(Amendment No. 75)*
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
* Constituting the final amendment to Schedule TO
============================================================
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 6 AND 8. PLANS FOR WILLAMETTE; INTEREST IN WILLAMETTE
SECURITIES
On February 19, 2002, the guaranteed delivery period in respect of
the subsequent offering period for the Offer expired. In the Offer, including
the subsequent offering period and after giving effect to settlement of Shares
tendered pursuant to Notices of Guaranteed Delivery, the Purchaser acquired an
aggregate of 106,822,511 Shares for an aggregate purchase price of
approximately $5.9 billion. Such Shares represent approximately 97.0% of
Willamette's outstanding common stock.
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: February 20, 2002
-2-