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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WILLAMETTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0312940
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1300 S.W. Fifth Avenue, Suite 3800
Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [ ]
If this form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each Exchange on Which
to be so Registered: Each Class is to be Registered:
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
Preferred Stock Purchase Rights
Willamette Industries, Inc. (the "Company"), has distributed to
holders of its common stock, $.50 par value ("Common Stock"), rights to
purchase shares of a series of Preferred Stock, $.50 par value, designated as
Series A Junior Participating Preferred Stock ("Rights") which are held on the
basis of .5 Right for each share of Common Stock held. The Rights are not
exercisable and are attached to and trade with shares of Common Stock until
the earlier of (i) 10 days following a public announcement that a person or
group has acquired beneficial ownership (as defined) of 20 percent or more of
the outstanding Common Stock (other than the Company, any subsidiary of the
Company, any employee benefit plan of the Company or any subsidiary of the
Company, any entity holding shares of Common Stock for or pursuant to the
terms of any such plan, or a person who acquires shares in a tender offer
sanctioned by the board of directors) and (ii) 10 business days following the
commencement or announcement of certain offers to acquire beneficial ownership
of 30 percent or more of the outstanding Common Stock. Upon such an event,
the Rights will trade separately and will become exercisable. Until a Right
is exercised, the holder thereof will have no rights as a shareholder of the
Company, including, without limitation, the right to vote or to receive
dividends.
When the Rights first become exercisable, one Right will entitle
the holder to buy from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock at a price of $175. Upon acquisition of
beneficial ownership of 20 percent or more of the outstanding Common Stock by
a person or group described above, each Right will entitle the holder (other
than such person or group) to buy from the Company for $175 shares of Common
Stock having a market value of $350. If the Company is acquired in a business
combination, or a majority of its assets is acquired, after a person or group
described above acquires beneficial ownership of 20 percent or more of the
outstanding Common Stock, each Right will thereafter entitle the holder (other
than such person or group) to acquire for $175 shares of common stock of the
acquiring or surviving person with a market value of $350. Following the
occurrence of any of the events described in the preceding two sentences, any
Rights that are or (under certain circumstances) were beneficially owned by
any such person or group shall immediately become null and void. The purchase
price for Series A Junior Participating Preferred Stock and the number of
Series A Preferred Stock shares or other securities issuable upon exercise of
Rights are subject to adjustment to prevent dilution.
Outstanding Rights expire at the close of business on February 25,
2000. The Rights will also expire upon consummation of a business combination
with a person who acquires shares of Common Stock in a tender offer sanctioned
by the board of directors if shareholders receive the same consideration as
was paid in the tender offer. Until the close of business on the tenth day
following public announcement that a person or group described above has
acquired beneficial ownership of 20 percent or more of the outstanding shares
of Common Stock, the Rights may be redeemed, in whole but not in part, at the
Company's election at a price of $.01 per Right. After a person or group
described above acquires beneficial ownership of 20 percent or more of the
outstanding Common Stock, but before the person or group acquires beneficial
ownership of 50 percent or more of the outstanding Common Stock, the Company
may exchange some or all of the then outstanding Rights for one share of
Common Stock per Right, subject to adjustment in certain circumstances.
The Rights Agreement (the "Rights Agreement") dated as of
February 26, 1990, as amended December 3, 1996 between the Company and
ChaseMellon Shareholder Services, L.L.C., successor to First Interstate Bank
of Oregon, N.A., as Rights Agent, specifies the terms of the Rights. Before
the Rights become exercisable, the Company may amend the Rights Agreement in
any manner without the approval of the holders of Common Stock and thereafter
the Company may, subject to certain limitations, amend the Rights Agreement
without the approval of the holders of Rights. The foregoing description of
the Rights is subject to and qualified by reference to the Rights Agreement
filed as Exhibit 2 to the Company's registration statement on Form 8-A dated
February 26, 1990, which is incorporated herein by reference, as amended by
Amendment No. 1 filed as Exhibit 1 hereto.
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Item 2. Exhibits.
1. Amendment No. 1 dated as of December 3, 1996, to Rights Agreement
dated as of February 26, 1990.
The following exhibits required by Instruction II to Item 2 will be supplied
to the New York Stock Exchange (the "Exchange"):
1. Annual Report on Form 10-K for the year ended December 31, 1995.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
3. Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
4. Quarterly Report on Form 10-Q for the quarter ended September 30,
1996.
5. Current Report on Form 8-K dated March 14, 1996.
6. Current Report on Form 8-K dated May 15, 1996.
7. Amendment No. 1 to Current Report on Form 8-K/A dated May 15, 1996.
8. Proxy Statement dated March 11, 1996.
9. Third Restated Articles of Incorporation, as amended.
10. Bylaws.
11. Rights Agreement dated as of February 26, 1990, between Willamette
Industries, Inc. and First Interstate Bank of Oregon, N.A., as
predecessor Rights Agent.
12. Specimen certificate for common stock, which also evidences the
Rights.
13. 1995 annual report to shareholders. This exhibit shall not be
deemed to be filed with the Exchange or otherwise subject to the
liabilities of Section 18 of the Securities Exchange Act of 1934,
except to the extent it may already be subject thereto.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
WILLAMETTE INDUSTRIES, INC.
By /s/J. A. Parsons
J. A. Parsons
Executive Vice President and Chief
Financial Officer, Secretary and
Treasurer
Date: December 9, 1996
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Exhibit 1
Amendment No. 1 to Rights Agreement
This Amendment No. 1 to Rights Agreement ("Amendment") dated as of
December 3, 1996, by Willamette Industries, Inc., an Oregon corporation (the
"Company");
WHEREAS the Company is a party to that certain Rights Agreement
dated as of February 26, 1990, between the Company and First Interstate Bank
of Oregon, N.A., as Rights Agent (the "Rights Agreement"); and
WHEREAS, the Company wishes to amend the Rights Agreement to permit
ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon") to serve as Rights
Agent under the Rights Agreement, and to appoint ChaseMellon as Rights Agent;
NOW, THEREFORE, pursuant to Section 27 of the Rights Agreement, the
Company amends the Rights Agreement as follows:
1. The fifth sentence of Section 21 is hereby amended in its
entirety to read as follows:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall either be ChaseMellon Shareholder Services,
L.L.C., or a corporation organized and doing business under the laws
of the United States or the state of Oregon (or of any other state
of the United States so long as such corporation is authorized to do
business as a banking institution in the state of Oregon), in good
standing, having a principal office in the state of Oregon, which is
authorized under such laws to exercise corporate trust or stock
transfer powers and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least
$50 million."
2. ChaseMellon is appointed as Rights Agent and all references
in the Rights Agreement to the Rights Agent shall mean ChaseMellon.
In Witness Whereof, this Amendment has been duly executed as of the
date first written above.
WILLAMETTE INDUSTRIES, INC.
By /s/J. A. Parsons
J. A. Parsons
Executive Vice President and Chief Financial
Officer, Secretary and Treasurer
ChaseMellon Shareholder Services, L.L.C., hereby accepts
appointment as Rights Agent under the Rights Agreement dated as of
February 26, 1990, between Willamette Industries, Inc., and First Interstate
Bank of Oregon, N.A., as Rights Agent, and assumes all of the duties and
obligations of the Rights Agent under such Rights Agreement.
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By /s/Dennis Treibel
Dennis Treibel
Assistant Vice President
