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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 2)
(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. 2 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 (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:
The following executive officers of the Company have entered into CIC
Agreements with the Company: Duane C. McDougall, President and Chief Executive
Officer; Greg Hawley, Executive Vice President and Chief Financial Officer;
Michael R. Onustock, Executive Vice President - Pulp and Fine Paper Marketing;
William P. Kinnune, Executive Vice President - Corrugated Containers and Bags;
Marvin D. Cooper, Executive Vice President - Pulp & Paper Mills; and J. Eddie
McMillan, Executive Vice President - Building Materials Group.
The total amount that may be payable to the employees of the Company
pursuant to the CIC Agreements dated April 29, 1999 and the New Severance
Agreements if, within 36 months following an Agreement Change in Control, all of
such employees' employment is terminated by the Company without Cause or by the
employees with Good Reason, is approximately $43 million and $17 million,
respectively, plus, in each case, any additional payments that may be necessary
to cover excise tax liabilities (including any gross-up) under section 4999 of
the Code in connection with such payments.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(a) is hereby amended by deleting the third bullet point and
inserting the following in lieu thereof:
. The Board's belief that the Offer Price does not reflect the
significant value-enhancing initiatives taken by the Company over
the last few years aimed at seizing market opportunity and
increasing earnings per share growth; and management's belief
that, based on the current pricing environment and the approximate
$950 million cost (excluding the Cavenham acquisiton) of
implementing these initiatives, if all of the value-enhancing
initiatives were complete, they would add in excess of $340
million to annual earnings before interest, taxes, depreciation
and amortization;
Item 4(b) is hereby amended by adding the following at the end thereof:
On December 18, 2000, Mr. William Swindells, Chairman of Willamette's Board
of Directors, sent a letter to certain shareholders of the Company, the form of
which is attached hereto as Exhibit (a)(5)(iii).
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ITEM 5. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATION OR USED.
Item 5(a) is hereby amended and restated in its entirety as follows:
Pursuant to a letter agreement dated September 4, 2000, Willamette retained
Goldman Sachs to render financial advisory services to the Company in connection
with the Weyerhaeuser Offer and certain related matters. Willamette has agreed
to pay Goldman Sachs a fee equal to 0.40% of the aggregate value of any
transaction in the event (i) at least 15% of the outstanding stock of Willamette
is acquired by a third party or (ii) all or substantially all of the assets of
Willamette are sold. If no transaction is completed as of September 1, 2001,
Willamette has agreed to pay Goldman Sachs a fee of $30 million upon the
occurrence of certain triggering events. A triggering event has occurred, and
the first of five equal quarterly installments will be paid on September 1, 2001
if no transaction has been consummated as of that date. In addition, Willamette
has agreed to reimburse Goldman Sachs for its reasonable out-of-pocket expenses.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 is hereby amended by deleting the first paragraph and inserting the
following in lieu thereof:
As a result of the Weyerhaeuser Offer a variety of business combination
opportunities have presented themselves to the Company. Willamette's Board of
Directors will evaluate each such opportunity in a manner consistent with its
fiduciary obligations under applicable law. However, the Company is not
undertaking or engaged now in any negotiations in response to the Weyerhaeuser
Offer that relate to, or would result in, one or more of the following or a
combination thereof: (i) an extraordinary transaction, such as a merger or
reorganization, involving the Company or any of its subsidiaries; (ii) a
purchase, sale or transfer of a material amount of assets by the Company or any
of its subsidiaries; (iii) a tender offer for or other acquisition of securities
by or of the Company; or (iv) any material change in the dividend rate or
policy, or indebtedness or capitalization of the Company.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended by adding the following paragraph at the end
thereof:
On December 14, 2000, Weyerhaeuser announced that it had received early
termination of the waiting period under the HSR Act with respect to the
Weyerhaeuser Offer.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
(a)(5)(iii) Form of Letter to Shareholders of the Company, dated
December 18, 2000.
(a)(5)(iv) Newspaper Advertisement scheduled to be included in the
following newspapers beginning on December 14, 2000: The
Kingsport Times-News; The Ridgeway Record; The Albany
Democrat Herald; The Alexandria Daily Town Talk; The
Daily Astorian; The Natchitoches Times; The News-Tribune
of Tacoma, WA; The Register Guard of Eugene, OR; The
Seattle Post-Intelligencer; The Seattle Times; The
Shreveport Times; The Statesman Journal of Salem, OR;
The Springfield News of Springfield, OR; The Arkansas
Democrat-Gazette; The News-Star of Monroe, LA; The
Oregonian; The Ruston Daily Leader; The Savannah Morning
News; The Marlboro Herald-Advocate of Bennettsville,
SC; The Malvern Daily Record; The Jackson Independent -
TMC Shopper of Jonesboro, LA; The Lebanon Express; The
Johnsonburg Press; The New Era of Sweet Home, OR; The
Herald of Rock Hills, SC; The Polk Co. Itemizer Observer
of Dallas, OR; The Sabine Index of Many, LA; The Winn
Parish Times of Winnfield, LA; The Jackson Independent -
The Independent of Jonesboro, LA; The Bienville
Democrat-Record of Arcadia, LA; The Clarion of
Hawesville, KY; The Fort Mill Times; and The Puyallup
Herald of Tacoma, WA.
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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 18, 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)(iii) Form of Letter to Shareholders of the Company, dated
December 18, 2000.
(a)(5)(iv) Newspaper Advertisement scheduled to be included in the
following newspapers beginning on December 14, 2000: The
Kingsport Times-News; The Ridgeway Record; The Albany
Democrat Herald; The Alexandria Daily Town Talk; The
Daily Astorian; The Natchitoches Times; The News-Tribune
of Tacoma, WA; The Register Guard of Eugene, OR; The
Seattle Post-Intelligencer; The Seattle Times; The
Shreveport Times; The Statesman Journal of Salem, OR;
The Springfield News of Springfield, OR; The Arkansas
Democrat-Gazette; The News-Star of Monroe, LA; The
Oregonian; The Ruston Daily Leader; The Savannah Morning
News; The Marlboro Herald-Advocate of Bennettsville,
SC; The Malvern Daily Record; The Jackson Independent -
TMC Shopper of Jonesboro, LA; The Lebanon Express; The
Johnsonburg Press; The New Era of Sweet Home, OR; The
Herald of Rock Hills, SC; The Polk Co. Itemizer Observer
of Dallas, OR; The Sabine Index of Many, LA; The Winn
Parish Times of Winnfield, LA; The Jackson Independent -
The Independent of Jonesboro, LA; The Bienville
Democrat-Record of Arcadia, LA; The Clarion of
Hawesville, KY; The Fort Mill Times; and The Puyallup
Herald of Tacoma, WA.
