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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 11)
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 January 5, 2001, Mr. Rogel telephoned Mr. Swindells to express Parent's
desire to meet and negotiate a business combination. Mr. Swindells stated that
the parties had nothing to discuss 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. Also on that day, Mr.
Rogel telephoned Mr. Smelick to express Parent's desire to meet and negotiate
a business combination transaction. Mr. Smelick did not return Mr. Rogel's
call. On January 5, 2001, Parent's financial advisor, Morgan Stanley,
telephoned Goldman Sachs, the Company's financial advisor, to discuss the
Offer and the Proposed Merger. Goldman Sachs declined to discuss the Offer and
the Proposed Merger in detail.
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Item 6. Purposes of the Transaction and Plans or
Proposals.
On January 8, 2001, Parent and the Purchaser filed an amended preliminary
proxy statement (the "Amended 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 Amended
Preliminary 2001 Annual Meeting Proxy Statement is filed herewith as Exhibit
(a)(5)(J).
Item 12. Exhibits.
(a)(5)(J) Amended Preliminary Proxy Statement in respect of
Willamette Industries, Inc. filed by Weyerhaeuser
Company and Company Holdings, Inc. on January 8,
2001.
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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: January 8, 2001
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5)(J) Amended Preliminary Proxy Statement in
respect of Willamette Industries, Inc. filed
by Weyerhaeuser Company and Company Holdings,
Inc. on January 8, 2001 (incorporated by
reference to the Amended Preliminary Proxy
Statement in respect of Willamette
Industries, Inc. filed by Weyerhaeuser
Company and Company Holdings, Inc. on January
8, 2001).
