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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 6)
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 6. Purposes of the Transaction and Plans or
Proposals.
On December 21, 2000, Parent and the Purchaser delivered to the
Company a notice of intention to nominate four nominees for election to the
Company Board at the Company's 2001 annual meeting of Shareholders. Subject to
their fiduciary duties to the Company and the Shareholders, these nominees, if
elected, are expect to support the Offer and the Proposed Merger. The full text
of a press release, dated December 21, 2000, issued by Parent with respect to
the nomination notice is filed herewith as Exhibit (a)(5)(E).
On December 21, 2000, Parent and the Purchaser filed a preliminary
proxy statement (the "Preliminary 2001 Annual Meeting Proxy Statement") with
the Commission in connection with the solicitation of proxies from the
Shareholders with respect to the Annual Meeting. The Preliminary 2001 Annual
Meeting Proxy Statement is filed herewith as Exhibit (a)(5)(F).
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Item 12. Exhibits.
(a)(5)(E) Press release issued by Weyerhaeuser Company, dated
December 21, 2000.
(a)(5)(F) Preliminary Proxy Statement in respect of
Willamette Industries, Inc. filed by Weyerhaeuser
Company and Company Holdings, Inc. on December 21,
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
--------------------------
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
/s/ STEVEN R. ROGEL
--------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: December 21, 2000
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EXHIBIT INDEX
Exhibit No. Description
(a)(5)(E) Press release issued by Weyerhaeuser Company,
dated December 21, 2000.
(a)(5)(F) Preliminary Proxy Statement in respect of
Willamette Industries, Inc. filed by
Weyerhaeuser Company and Company Holdings,
Inc. on December 21, 2000 (incorporated by
reference to the Preliminary Proxy Statement
in respect of Willamette Industries, Inc.
filed by Weyerhaeuser Company and Company
Holdings, Inc. on December 21, 2000).
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Exhibit (a)(5)(E)
[Weyerhaeuser Company logo]
News Release
FOR IMMEDIATE RELEASE
WEYERHAEUSER COMPANY PROPOSES FOUR DIRECTOR
NOMINEES TO THE WILLAMETTE INDUSTRIES BOARD
FEDERAL WAY, Wash., December 21, 2000 - Weyerhaeuser Company (NYSE: WY) today
provided notice to Willamette Industries (NYSE: WLL) of its intention to
nominate four candidates for election to Willamette's board of directors at
the company's 2001 annual meeting of shareholders.
While Willamette's annual meeting has not yet been scheduled, its annual
meeting is normally held in April.
Weyerhaeuser noted that while it would prefer to meet with the board and
management of Willamette to negotiate a transaction between Weyerhaeuser and
Willamette, this action has been taken in the event that it becomes necessary
to conduct a proxy contest in order to facilitate the proposed transaction.
The four individuals Weyerhaeuser intends to nominate as Willamette directors
are listed below:
o John W. Creighton, Jr.: retired chief executive officer
Weyerhaeuser Company; director, UAL, Inc.; director, Unocal
Corporation
o Thomas M. Luthy: retired senior vice president--Wood Products,
Weyerhaeuser Company
o Robert C. Lane: retired vice president and general counsel,
Weyerhaeuser Company; director, Public Utility Board, City of
Tacoma, Washington
o Evelyn Cruz Sroufe: former senior vice president-- Worldwide
Operations, Visio Corporation
Of Weyerhaeuser's proposed slate of four director nominees, three would be
nominated to replace the three Willamette directors up for reelection at the
next annual meeting as a result of the expiration of their three-year terms,
and one would be nominated to replace a Willamette director who, as a
replacement director, is also up for reelection at the next annual meeting.
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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.
On December 21, 2000, Weyerhaeuser and CHI filed with the Commission a
preliminary proxy statement in connection with the election of the nominees of
Weyerhaeuser and CHI (the "Weyerhaeuser Nominees") to the Willamette board of
directors at the Willamette 2001 annual meeting of shareholders. Weyerhaeuser
will prepare and file with the Commission a definitive proxy statement
regarding the election of the Weyerhaeuser Nominees and may file other proxy
solicitation material regarding the election of the Weyerhaeuser Nominees or
the proposed business combination between Weyerhaeuser and Willamette.
Investors and security holders are urged to read the definitive proxy
statement and any other proxy material, when they become available, because
they will contain important information. The definitive proxy statement will
be sent to shareholders of Willamette seeking their support of the election of
the Weyerhaeuser Nominees to the Willamette board of directors. Investors and
security holders may obtain a free copy of the tender offer statement, the
definitive 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, the definitive 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
Willamette shareholders is available in the preliminary proxy statement filed
by Weyerhaeuser and CHI with the Commission on Schedule 14A on December 21,
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
