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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
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TJ INTERNATIONAL, INC.
(Name of Subject Company)
WTJ, INC.
WEYERHAEUSER COMPANY
(Bidders)
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Common Stock, Par Value $1.00 Per Share
(including the associated Common Stock Purchase Rights)
(Title of Class of Securities)
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872534102
(CUSIP Number of Class of Securities)
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Robert A. Dowdy, Esq.
Vice President & General Counsel
Weyerhaeuser Company
33663 Weyerhaeuser Way S.
Federal Way, WA 98003
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy To:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
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Page 1 of 4 pages. Exhibit
Index on page 4.
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Weyerhaeuser Company, a Washington corporation ("Weyerhaeuser"), and
WTJ, Inc., a Delaware corporation (the "Purchaser"), hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1, filed with the
Securities and Exchange Commission (the "Commission") on November 30, 1999, as
amended by Amendments Nos. 1, 2 and 3, filed with the Commission on December
1, 1999, December 9, 1999 and December 15, 1999, respectively, with respect to
the Purchaser's offer to purchase all the outstanding shares of Common Stock
and ESOP Convertible Preferred Stock (the "Offer") of TJ International, Inc.,
a Delaware corporation (the "Company").
Item 10. Additional Information.
(c) On December 21, 1999, the waiting period under the Competition Act
(Canada) applicable to the Merger and the Offer expired. On December 22, 1999,
Weyerhaeuser issued a press release, a copy of which is attached hereto as
Exhibit (a)(10) and is incorporated herein by reference.
On December 22, 1999, the Bundeskartellamt in Germany informed
Weyerhaeuser that it would not oppose the Merger and the Offer.
Item 11. Material to be Filed as Exhibits.
(a)(10) Press Release, dated December 22, 1999.
Page 2 of 4 pages. Exhibit
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SIGNATURE
After due 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 23, 1999
WTJ, INC.
By /s/ Sandy D. McDade
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Name: Sandy D. McDade
Title: Secretary
WEYERHAEUSER COMPANY
By /s/ Robert A. Dowdy
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Name: Robert A. Dowdy
Title: Vice President
Page 3 of 4 pages. Exhibit
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4
EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
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(a)(10) Text of Press Release, dated December 21, 1999 5
Page 4 of 4 pages. Exhibit
Index on page 4.
News Release
For Immediate Release For more Information Contact:
December 22, 1999 Media: Bruce Amundson
(253) 924-3047
Analysts: Dick Taggart
(253) 924-2058
Waiting Period Expires on Weyerhaeuser Filing with Canadian Competition Bureau
Regarding TJ International Acquisition
FEDERAL WAY, Wash.-Weyerhaeuser Company today announced that the seven-day
waiting period on the company's filing with the Mergers Branch of the Canadian
Competition Bureau regarding Weyerhaeuser's proposed acquisition of TJ
International has expired.
While no further action by the Canadian Competition Bureau is required to
close the proposed acquisition, Weyerhaeuser has requested that the Bureau
issue a formal letter stating that it plans not to take any action on the
proposed acquisition.
The tender offer, which is currently scheduled to expire at 8 p.m. Eastern
time, on Jan. 5, is subject to further regulatory clearances and other
customary closing conditions.
Weyerhaeuser announced on Nov. 23 that it will pay $720 million in cash, or
$42 per share, to acquire all outstanding shares of TJ International, a 51
percent owner and managing partner of Trus Joist MacMillan. A subsidiary of
Weyerhaeuser currently owns a 49 percent interest in Trus Joist MacMillan, the
world's leading manufacturer and marketer of engineered lumber products.
Weyerhaeuser Company (NYSE;WY), one of the world's largest integrated forest
products companies, was incorporated in 1900. In 1998, sales were $10.8
billion. It has offices or operations in 12 countries, with customers
worldwide. Weyerhaeuser is principally engaged in the growing and harvesting
of timber; the manufacture, distribution and sale of forest products; and real
estate construction, development and related activities. Additional
information about Weyerhaeuser's businesses, products or practices is
available at www.weyerhaeuser.com.
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Boise, Idaho-based Trus Joist MacMillan manufactures a variety of engineered
lumber products for structural framing and industrial applications. It
currently operates 16 manufacturing facilities across North America and
employs nearly 4,000 people around the world. Trus Joist MacMillan's unique
patented manufacturing technologies transforms wood fiber into
high-performance, consistent products. The company, which utilizes
small-diameter trees that provide resource-efficient alternatives to
traditional sawmill products, further enhances Weyerhaeuser's wood product
line.
