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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
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
CALCULATION OF FILING FEE:
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<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$5,399,361,024 $1,079,872
</TABLE>
* For purposes of calculating amount of filing fee only. Based on the offer to
purchase 112,486,688 shares of common stock, par value $0.50 per share, of
Willamette Industries, Inc., including the related preferred stock purchase
rights, at a purchase price of $48.00 per share net to the seller in cash,
without interest. Such number of shares represents the total of 109,206,002
shares issued and outstanding as of October 27, 2000 (as reported in
Willamette Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000), and the 3,280,686 shares issuable on exercise of
options to purchase shares outstanding as of December 31, 1999 (as reported
in Willamette Industries, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1999).
** The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the transaction.
/ / Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: None Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
</TABLE>
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer:
/ / Check the appropriate boxes below to designate any transactions to which
the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") relates 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 (as amended from time to time, the "Rights Agreement"), 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"), copies of which are attached as Exhibits
(a)(1)(A) and (a)(1)(B) hereto, respectively. 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. This
Schedule TO is being filed on behalf of the Purchaser and Parent.
The information set forth in the Offer to Purchase, including Schedule I
thereto, is hereby incorporated by reference in answer to Items 1 through 11 of
this Schedule TO, and is supplemented by the information specifically provided
herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
During the last five years, to the best knowledge of the Purchaser and
Parent, none of the persons listed on Schedule I to the Offer to Purchase
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of violations of such laws.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Except as described in the Offer to Purchase, during the past two years
there have not been any negotiations, transactions or material contacts between
the Purchaser or Parent or, to the best knowledge of the Purchaser or Parent any
of the persons listed in Schedule I to the Offer to Purchase, on the one hand,
and the Company or any of its directors, executive officers or affiliates, on
the other hand, that are required to be disclosed pursuant to this item.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Except as described in the Offer to Purchase, none of the Purchaser or
Parent or, to the best knowledge of the Purchaser or Parent, any of the persons
listed in Schedule I to the Offer to Purchase, or any associate or
majority-owned subsidiary of the Purchaser or Parent or any of the persons
listed in Schedule I to the Offer to Purchase, beneficially owns any equity
security of the Company; and except as described in the Offer to Purchase, none
of the Purchaser or Parent or, to the best knowledge of the Purchaser or Parent,
any associate or majority-owned subsidiary of the Purchaser or Parent, has
effected any transaction in any equity security of the Company during the past
60 days.
2
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ITEM 12. EXHIBITS.
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<S> <C>
(a)(1)(A) Offer to Purchase, dated November 29, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Press release issued by Weyerhaeuser Company, dated
November 29, 2000, announcing the commencement of the Offer.
(a)(1)(H) Summary Advertisement published November 29, 2000.
(b) Commitment Letter, dated as of November 13, 2000, among
Weyerhaeuser Company, Morgan Stanley Senior Funding, Inc.,
Chase Securities Inc. and The Chase Manhattan Bank.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
</TABLE>
3
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of November 29, 2000 that the information set
forth in this statement is true, complete and correct.
COMPANY HOLDINGS, INC.,
By: /s/ ROBERT A. DOWDY
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Name: Robert A. Dowdy
Title: Vice President
WEYERHAEUSER COMPANY,
By: /s/ STEVEN R. ROGEL
-----------------------------------------
Name: Steven R. Rogel
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase, dated November 29, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Press release issued by Weyerhaeuser Company, dated
November 29, 2000, announcing the commencement of the Offer.
(a)(1)(H) Summary Advertisement published November 29, 2000.
(b) Commitment Letter, dated as of November 13, 2000, among
Weyerhaeuser Company, Morgan Stanley Senior Funding, Inc.,
Chase Securities Inc. and The Chase Manhattan Bank.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
</TABLE>
