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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 3)
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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WILLAMETTE INDUSTRIES, INC.
(Name of Subject Company)
WILLAMETTE INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $0.50 Per Share
(Title of Class of Securities)
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969133107
(CUSIP Number of Class of Securities)
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DUANE C. MCDOUGALL
President and Chief Executive Officer
Willamette Industries, Inc.
1300 S.W. Fifth Avenue, Suite 3800
Portland, OR 97201
(503) 227-5581
(Name, Address and Telephone Number of Person authorized to Receive Notice and
Communication on behalf of the Person(s) Filing Statement)
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With a copy to:
GARY L. SELLERS, ESQ.
MARIO A. PONCE, ESQ.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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[__] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
December 5, 2000, and as subsequently amended December 12, 2000 and December 18,
2000 (as so amended, the "Schedule 14D-9") by Willamette Industries, Inc., an
Oregon corporation ("Willamette" or the "Company"), relating to the offer by
Company Holdings, Inc., a Washington corporation (the "Purchaser") and a wholly
owned subsidiary of Weyerhaeuser Company, a Washington corporation
("Weyerhaeuser"), to purchase all of the outstanding common stock, par value
$0.50 per share, (including the associated rights to purchase shares of Series B
Junior Participating Preferred Stock) of the Company. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
ITEM 3: PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3(c) is hereby amended by adding the following at the end thereof:
In light of the Weyerhaeuser Offer, the Willamette Board of Directors and
the Compensation and Nominations Committee have continued to consider the
recommendations of the Company's human resources consultants, Towers Perrin, and
continued to review industry practices concerning change-in-control severance
benefits. In view of the continuing need to minimize employee distraction, to
retain employee loyalty and dedication to the Company, to assure their attention
to the Company's performance pending resolution of the Weyerhaeuser Offer and to
provide an incentive to prospective employees to accept offers, the Willamette
Board of Directors and the Compensation and Nominations Committee have
unanimously voted to approve the following measures:
. The adoption, effective December 21, 2000, of two new employee
retention plans: a Management Retention Benefits Plan, and a Broad-
Based Retention Benefits Plan for Salaried Employees, the forms of
which are attached hereto as Exhibits (e)(5) and (e)(6),
respectively, and are incorporated herein by reference. These plans
provide enhanced change in control severance benefits to Willamette's
salaried employees other than officers and top management personnel.
Under these new plans, a covered employee would be provided severance
protection, continuation of medical benefits, and outplacement
assistance if the employee's employment ends (due to involuntary
termination without "cause" or resignation for "good reason," as
those terms are defined in the plans) after a change in control of
Willamette. Severance benefits under the two new plans would range
from three weeks pay per year of service (with a minimum of 9 weeks)
to six weeks pay per year of service (with a maximum of 104 weeks).
. The adoption, effective December 21, 2000, of an amendment to the
Stock Purchase Plan to provide that upon a change in control of
Willamette (as defined in the amendment), all participants' accounts
under the Stock Purchase Plan become immediately and fully vested.
. The adoption, effective December 21, 2000, of an amendment to the CIC
Agreements to expand the definition of "good reason" to allow eleven
executives to receive the severance benefit if he or she resigns for
any reasons in the one month period following the first anniversary
of a change in control of
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Willamette. The form of this amendment is attached hereto as Exhibit
(e)(7) and is incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(b) is hereby amended by adding the following at the end thereof:
On December 21, 2000, Mr. Rogel telephoned Mr. Swindells to express his
desire to meet to discuss the Weyerhaeuser Offer. Mr. Swindells reiterated that
Willamette is not for sale and that Willamette's Board of Directors, consistent
with its fiduciary duties, had previously informed itself regarding the
Weyerhaeuser Offer.
On December 21, 2000, Weyerhaeuser and the Purchaser delivered to
Willamette a notice of intention to nominate four nominees for election to
Willamette's Board of Directors at Willamette's 2001 annual meeting of
shareholders.
On December 22, 2000, Mr. McDougall sent a letter to the employees of
Willamette covered by each of the Management Retention Benefits Plan and the
Broad-Based Retention Benefits Plan for Salaried Employees. The forms of these
letters are attached hereto as Exhibits (a)(5)(vii) and (a)(5)(viii),
respectively, and are incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(a) is hereby amended by adding the following at the end thereof:
On November 29, 2000, Weyerhaeuser requested that the Company provide, for
inspection and copying, certain books and records of the Company dealing
primarily with the identity and holdings of the Company's stockholders. On
December 7, 2000, the Company provided to Weyerhaeuser all requested documents
that the Company believes Oregon law (OBCA Section 60.774(3)) requires that an
Oregon corporation provide to any shareholder requesting such documents in good
faith and for a proper purpose. In its response, the Company informed
Weyerhaeuser that the production of documents was not a waiver of any contention
by the Company that Weyerhaeuser lacks the good faith and proper purpose
required under OBCA Section 60.774(3). The Company did not provide to
Weyerhaeuser certain requested information relating to the beneficial owners of
the Company's stock and to employee stock ownership plans which the Company
believes are not required to be disclosed. On December 12, 2000, Weyerhaeuser
commenced litigation in the circuit court for the county of Multnomah, Oregon to
compel the Company to make available this additional information. On December
18, 2000, the Company filed with the circuit court an answer to the Weyerhaeuser
complaint, a motion to dismiss the litigation and additional papers opposing the
relief Weyerhaeuser has requested. On December 19, 2000, the Company filed with
the circuit court an amended answer to the Weyerhaeuser complaint. In its
answer, the Company opposes Weyerhaeuser's request on, among other grounds, the
basis that (i) the records requested are not required to be disclosed under the
relevant Oregon statute and (ii) Weyerhaeuser does not have a proper purpose in
requesting the information because Weyerhaeuser does not have mutual interests
with other shareholders but desires to acquire the Willamette Common Stock at
the lowest possible price; a purpose inimical to the interest of the Company. A
copy of the amended answer filed by the Company is attached hereto as Exhibit
(a)(5)(v) and is incorporated herein by reference. Argument on Weyerhaeuser's
motion and Willamette's motion to dismiss was originally scheduled for December
19, 2000 before the Honorable Janice R. Wilson. Due to the exigencies of the
Court's schedule, the argument date was postponed by the Court to December 26,
2000.
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The two pending shareholder class actions filed against the Company in the
Circuit Court for the State of Oregon for the County of Multnomah -- Crandon
Capital Partners v. Willamette Industries, Inc., et al., No 00 11-11691 and Ray
Ann Brown v. Willamette Industries, Inc., et al., No. 00 11-11695 -- have been
assigned to the Honorable Janice R. Wilson. On December 20, 2000, Judge Wilson
issued an oral order that the two cases be consolidated. The Court is expected
to issue a written order shortly. On December 22, 2000, the Company will file a
motion to dismiss the consolidated action for, among other reasons, failure to
state a claim on which relief can be granted.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
(a)(5)(v) Amended Answer and Counterclaim filed by Willamette in State
ex rel. Weyerhaeuser Company and Company Holdings, Inc. v.
Willamette Industries, Inc., Multnomah County (Oregon) Circuit
Court Case No. 0012-12698.
(a)(5)(vi) Information to be posted on the Company's website on December
22, 2000, regarding the Weyerhaeuser Offer.
(a)(5)(vii) Form of Letter to employees of the Company covered by the
Management Retention Benefits Plan, dated December 21, 2000
(incorporated by reference to the Soliciting Material Under
Rule 14a-12 on Schedule 14A filed by the Company on December
22, 2000).
(a)(5)(viii) Form of Letter to employees of the Company covered by the
Broad-Based Retention Benefits Plan for Salaried Employees,
dated December 21, 2000 (incorporated by reference to the
Soliciting Material Under Rule 14a-12 on Schedule 14A filed by
the Company on December 22, 2000).
(e)(5) Form of Management Retention Benefits Plan Effective as of
December 21, 2000.
(e)(6) Form of Broad-Based Retention Benefits Plan for Salaried
Employees Effective as of December 21, 2000.
(e)(7) Form of Amendment to CIC Agreements of eleven executives.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 22, 2000 WILLAMETTE INDUSTRIES, INC.
By: /s/ DUANE C. MCDOUGALL
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Name: Duane C. McDougall
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
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(a)(5)(v) Amended Answer and Counterclaim filed by Willamette in State
ex rel. Weyerhaeuser Company and Company Holdings, Inc. v.
Willamette Industries, Inc., Multnomah County (Oregon) Circuit
Court Case No. 0012-12698.
(a)(5)(vi) Information to be posted on the Company's website on December
22, 2000, regarding the Weyerhaeuser Offer.
(a)(5)(vii) Form of Letter to employees of the Company covered by the
Management Retention Benefits Plan, dated December 21, 2000
(incorporated by reference to the Soliciting Material under
Rule 14a-12 on Schedule 14A filed by the Company on December
22, 2000).
(a)(5)(viii) Form of Letter to employees of the Company covered by the
Broad-Based Retention Benefits Plan for Salaried Employees,
dated December 21, 2000 (incorporated by reference to the
Soliciting Material under Rule 14a-12 on Schedule 14A filed by
the Company on December 22, 2000).
(e)(5) Form of Management Retention Benefits Plan Effective as of
December 21, 2000.
(e)(6) Form of Broad-Based Retention Benefits Plan for Salaried
Employees Effective as of December 21, 2000 of eleven
executives.
(e)(7) Form of Amendment to CIC Agreements of eleven executives.
