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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 5)
(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. 5 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, December 18,
2000, December 22, 2000 and December 26, 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
(a)(5)(x) Press release issued by Willamette on December 26, 2000
(incorporated by reference to the Soliciting Material under Rule
14a-12 on Schedule 14A filed by the Company on December 27,
2000).
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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 27, 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)(x) Press release issued by Willamette on December 26, 2000
(incorporated by reference to the Soliciting Material under Rule
14a-12 on Schedule 14A filed by the Company on December 27,
2000).
