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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 7)
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 December 21, 2000, Mr. Rogel called Mr.
Swindells. Mr. Swindells stated that the parties had nothing
to talk about and that the Company was not for sale, and
declined Mr. Rogel's invitation to negotiate or otherwise
discuss a business combination transaction between Parent and
the Company.
Item 11. Additional Information.
On December 8, 2000, the Confederated Tribes of
Siletz Indians of Oregon and Smokey Point Hardwoods, Inc.,
jointly filed a complaint against Parent in the Federal
District Court for the District of Oregon. The complaint
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alleged that Parent has engaged in certain anti-competitive
practices in the alder lumber industry which forced
plaintiffs to close down their respective sawmills in 1998
and 1999, respectively, and sought monetary damages in an
unspecified amount. On December 19, 2000, plaintiffs filed an
amended complaint seeking damages of $30 million and
injunctive relief ordering Parent to divest itself of certain
assets pertaining to the alder lumber industry, and
preventing Parent from acquiring forest lands with a
significant alder inventory from the Company or any other
sizeable forest landowner in Oregon and Washington. Parent
believes the lawsuit is without merit and intends to defend
itself it vigorously.
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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 22, 2000
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