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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 5)
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 11. Additional Information.
On December 14, 2000, Parent was advised by the FTC that early
termination had been granted for the waiting period under the HSR Act with
respect to the Offer and the Proposed Merger. The full text of a press release
issued by Parent on December 14, 2000, is filed as Exhibit (a)(5)(D) hereto.
Item 12. Exhibits.
(a)(5)(D) Press release issued by Weyerhaeuser Company, dated
December 14, 2000.
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<PAGE>
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 14, 2000
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5)(D) Press release issued by Weyerhaeuser Company, dated
December 14, 2000.
<PAGE>
Exhibit (a)(5)(D)
[Weyerhaeuser Company logo]
News Release
For Immediate Release
WEYERHAEUSER COMPANY ANNOUNCES EARLY TERMINATION
OF HART-SCOTT-RODINO WAITING PERIOD
FEDERAL WAY, Wash., December 14, 2000 - Weyerhaeuser Company (NYSE: WY) today
announced that it has received early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to
Weyerhaeuser's tender offer for all of the outstanding shares of Willamette
Industries, Inc. (NYSE: WLL). The early termination of the Hart-Scott-Rodino
waiting period has satisfied one of the conditions to the Weyerhaeuser tender
offer.
Steven R. Rogel, chairman, president and chief executive officer of
Weyerhaeuser, stated, "We are very pleased to have one of the conditions of our
offer satisfied with the early termination of the HSR waiting period. 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."
As previously announced, Weyerhaeuser commenced a tender offer on November 29,
2000 for all of the outstanding shares of common stock of Willamette at a price
of $48.00 per share, in cash. This price represents a 38 percent premium over
the company's closing price on Friday, November 10, the last trading day before
Weyerhaeuser's announcement of the proposal, and a premium of approximately 60
percent to Willamette's average share price for the 60 days prior to the
announcement.
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.
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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.
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
