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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 3)
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
("Parent"), to purchase (1) all outstanding shares ("Shares") of common
stock, par value $0.50 per share, of Willamette Industries, Inc., an Oregon
corporation (the "Company"), and (2) unless and until validly redeemed by
the Board of Directors of the Company, the related rights to purchase
shares of Series B Junior Participating Preferred Stock, $0.50 par value
per share, of the Company (the "Rights") issued pursuant to the Rights
Agreement, dated as of February 25, 2000 by and between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent, at a price of
$48.00 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, and in the related 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 and the
Schedule TO.
Item 5. Past Contacts, Transactions, Negotiations and
Agreements.
On November 30, 2000, Parent's financial advisor, Morgan Stanley,
telephoned Goldman, Sachs & Co. ("Goldman Sachs"), the Company's financial
advisor, to discuss the Offer. Goldman Sachs declined to discuss the Offer
in detail.
On December 1, 2000, Mr. Rogel telephoned Mr. McDougall to express
Parent's desire to meet and negotiate a business combination. Mr. McDougall
declined Mr. Rogel's invitation to meet. Also on that day, Mr. Rogel
telephoned Mr. Robert M. Smelick, a member of the Company Board, to express
Parent's desire to meet and negotiate a business combination. Mr. Smelick
did not return Mr. Rogel's call.
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<PAGE>
On December 12, 2000, the Company announced that the Company Board had
recommended that holders of Shares reject the Offer. The full text of a
press release issued by Parent on December 12, 2000, is filed as Exhibit
(a)(5)(B) hereto.
Item 11. Additional Information.
On December 12, 2000, Parent filed amended information with the Commission
pursuant to Rule 14a-12 regarding individuals who may be participants in the
solicitation of proxies of shareholders of the Company.
Item 12. Exhibits.
(a)(5)(B) Press release issued by Weyerhaeuser Company, dated
December 12, 2000.
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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
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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: December 12, 2000
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5)(B) Press release issued by Weyerhaeuser Company,
dated December 12, 2000.
<PAGE>
Exhibit (a)(5)(B)
News Release
[Weyerhaeuser Company logo]
For Immediate Release
WEYERHAEUSER COMPANY DISAPPOINTED WITH WILLAMETTE
INDUSTRIES, INC.'S REJECTION OF ITS CASH TENDER OFFER
FEDERAL WAY, Wash., December 12, 2000 - Weyerhaeuser Company (NYSE: WY)
today issued the following statement in response to Willamette Industries'
(NYSE: WLL) announcement that its Board of Directors has recommended that
its shareholders reject Weyerhaeuser's cash tender offer to acquire all of
Willamette's outstanding common stock for $48 per share.
Weyerhaeuser stated, "We are disappointed that the Willamette board has
rejected our all cash tender offer and continues to refuse to negotiate
with us. Despite the fact that our offer would provide Willamette
shareholders with a substantial premium, Willamette has given no indication
as to how they would create value for shareholders that comes close to the
value created by our offer. The employees and other constituencies of both
companies would also benefit from the enhanced strength of the combined
company.
"It is unfortunate that despite our repeated attempts to begin meaningful
discussions, the only concrete action the Willamette board has taken since the
announcement of our offer is to expand its 'golden parachute' severance
packages. We urge Willamette shareholders to tender their shares and send a
message to the board and management of Willamette - this transaction is too
compelling to ignore and Willamette's delaying tactics are only costing
Willamette shareholders money.
"We believe that our current estimate of $300 million in synergies is realistic
and achievable. If Willamette's management believes that there are greater
synergies inherent in the proposed transaction, rather than confuse shareholders
with irrelevant numbers, they should discuss with us what is real.
"Weyerhaeuser believes in the importance of listening to what constituents are
saying. Willamette should do the same - listen to its shareholders and negotiate
a transaction with Weyerhaeuser."
Weyerhaeuser also announced that it has commenced litigation against Willamette
in the Oregon Circuit Court for Multnomah County. By letter dated November 29,
Weyerhaeuser exercised its legal right to demand inspection of Willamette's
shareholder lists, books and records. The suit results from Willamette's failure
to provide Weyerhaeuser with materials in response to that request, as required
by law.
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As previously announced on November 29, 2000, the tender offer and
withdrawal rights are scheduled to expire at 12:00 midnight E.S.T., January
4, 2001, unless extended.
Morgan Stanley Dean Witter is acting as Dealer Manager for the offer, and
Innisfree M&A Incorporated is acting as Information Agent.
Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 1999, sales were $12.3 billion. It
has offices or operations in 13 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 http://www.weyerhaeuser.com.
FORWARD-LOOKING STATEMENTS
This news release contains statements concerning the company's future
results and performance that are forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
accuracy of such statements is subject to a number of risks, uncertainties
and assumptions that may cause actual results to differ materially from
those projected, including, but not limited to, the effect of general
economic conditions, including the level of interest rates and housing
starts; market demand for the company's products, which may be tied to the
relative strength of various US business segments; performance of the
company's manufacturing operations; the types of logs harvested in the
company's logging operations; the level of competition from foreign
producers; the effect of forestry, land use, environmental and other
governmental regulations; and the risk of losses from fires, floods and
other natural disasters. The company is also a large exporter and is
affected by changes in economic activity in Europe and Asia, particularly
Japan, and by changes in currency exchange rates, particularly the relative
value of the US dollar and the Euro, and restrictions on international
trade. These and other factors that could cause or contribute to actual
results differing materially from such forward looking statements are
discussed in greater detail in the company's Securities and Exchange
Commission filings.
IMPORTANT INFORMATION
Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser
Company ("Weyerhaeuser"), has commenced a tender offer for all the
outstanding shares of common stock of Willamette Industries, Inc.
("Willamette") at $48.00 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 Thursday, January 4, 2001. CHI may extend the offer and
currently expects that the offer will be extended until the principal
conditions to the offer, which are described in the Offer to Purchase
forming part of CHI's tender offer statement, are satisfied. 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.
Investors and security holders are urged to read any proxy statement
regarding the proposed business combination transaction referenced in the
foregoing information, when it becomes available, because it will contain
important information. Each such proxy statement will be filed with the
Commission. Investors and security holders may obtain a free copy of the
tender offer statement, each such proxy statement (when it is available)
and other documents filed by Weyerhaeuser with the Commission at the
Commission's website at http://www.sec.gov. The tender offer statement,
each such proxy statement (when it is available) and these other documents
may also be obtained for free from Weyerhaeuser by directing a request to
Kathryn McAuley at (253) 924-2058.
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Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies
of shareholders of Willamette by Weyerhaeuser and CHI is available in a
filing made by Weyerhaeuser with the Commission pursuant to Rule 14a-12 on
December 12, 2000.
Today's news release, along with other news about Weyerhaeuser, is
available on the Internet at http://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
