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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 10)
(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. 10 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, December 26,
2000, December 27, 2000, December 29, 2000, January 5, 2001, January 9, 2001 and
January 17, 2001 (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)(xv) Form of Letter to Shareholders of the Company, dated January
18, 2001 (incorporated by reference to the Soliciting
Material under Rule 14a-12 on Schedule 14A filed by the
Company on January 18, 2001).
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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: January 18, 2001 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)(xv) Form of Letter to Shareholders of the Company, dated January 18, 2001
(incorporated by reference to the Soliciting Material under Rule
14a-12 on Schedule 14A filed by the Company on January 18, 2001).
