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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 1)
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 ("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 November 29, 2000, Parent filed a Notification and Report Form with
the FTC and the Antitrust Division with respect to the Offer and the Proposed
Merger. The required waiting period with respect to the Offer and the Proposed
Merger will expire at 11:59 p.m., New York City time, on December 14, 2000,
unless early termination is granted or Parent receives a request for additional
information and documentary material prior thereto, in which case the waiting
period will expire at 11:59 p.m., New York City time, on the 10th calendar day
after Parent has substantially complied with such request.
On November 30, 2000, Parent made publicly available a presentation
regarding the Offer and the Proposed Merger. A copy of the presentation is filed
as Exhibit (a)(5)(A) hereto.
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Item 12. Exhibits.
(a)(5)(A) Presentation of Weyerhaeuser Company, dated November 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: November 30, 2000
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EXHIBIT INDEX
Exhibit No. Description
(a)(5)(A) Presentation of Weyerhaeuser Company, dated
November 2000.
