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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 10)
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 11. Additional Information.
On January 5, 2001, the Purchaser extended the Offer until 5:00 p.m. on
Thursday, February 1, 2001. The full text of a press release issued by Parent
on January 5, 2001 announcing the extension of the Offer is filed as Exhibit
(a)(5)(I) hereto.
Item 12. Exhibits.
(a)(5)(I) Press release issued by Weyerhaeuser Company, dated January 5, 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 5, 2001
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5)(I) Press release issued by Weyerhaeuser Company, dated
January 5, 2001.
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Exhibit (a)(5)(I)
NEWS RELEASE [Weyerhaeuser Company logo]
FOR IMMEDIATE RELEASE
WEYERHAEUSER COMPANY EXTENDS TENDER OFFER FOR
WILLAMETTE INDUSTRIES, INC. UNTIL FEBRUARY 1, 2001
FEDERAL WAY, Wash., January 5, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it had extended its $48 per share cash tender offer for all of
the outstanding common stock of Willamette Industries, Inc. (NYSE: WLL). The
offer, which was scheduled to expire at midnight, January 4, 2001, has been
extended until 5:00 pm E.S.T. on February 1, 2001, unless further extended.
As of midnight on January 4, 2001, Willamette shareholders had tendered and
not withdrawn 52,447,805 shares pursuant to Weyerhaeuser's tender offer. This
represents approximately 48% of Willamette's total outstanding common shares.
Steven R. Rogel, chairman, president, and chief executive officer of
Weyerhaeuser, stated, "Despite the poison pill and other obstacles to
purchasing shares that the Willamette board has put in place, we were very
pleased with the level of support we received in the initial tender period. We
believe that Willamette shareholders want Willamette to negotiate a mutually
beneficial transaction with Weyerhaeuser. We hope the Willamette board will
listen to what its shareholders are saying - this transaction is too
compelling to ignore."
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.
Morgan Stanley Dean Witter is acting as Dealer Manager for the offer, and
Innisfree M&A Incorporated is acting as Information Agent.
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2
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 5:00 p.m., New York City time, on Thursday, February 1,
2001. CHI may extend the offer. 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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3
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.
Weyerhaeuser contacts:
ANALYSTS MEDIA ANALYSTS AND MEDIA
Kathryn McAuley Bruce Amundson Joele Frank / Jeremy Zweig
Weyerhaeuser Weyerhaeuser Joele Frank, Wilkinson
(253) 924-2058 (253) 924-3047 Brimmer Katcher
(212) 355-4449
