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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 2)
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 7. Source and Amount of Funds or Other Consideration.
On December 4, 2000, Parent, Morgan Stanley Senior Funding, Inc.,
Chase Securities Inc. and The Chase Manhattan Bank entered into an amended and
restated commitment letter (the "Amended Commitment Letter") in respect of the
Proposed Credit Facilities in the amount of $5.4 billion. A copy of the
Amended Commitment Letter is filed as Exhibit (b)(1) hereto.
Item 12. Exhibits.
(b)(1) Amended and Restated Commitment Letter as of
November 13, 2000, among Weyerhaeuser Company,
Morgan Stanley Senior Funding, Inc., Chase
Securities Inc. and The Chase Manhattan Bank.
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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 4, 2000
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EXHIBIT INDEX
Exhibit No. Description
(b)(1) Amended and Restated Commitment Letter
as of November 13, 2000, among
Weyerhaeuser Company, Morgan Stanley
Senior Funding, Inc., Chase Securities
Inc. and The Chase Manhattan Bank.
