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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TJ International, Inc.
(Name of Subject Company)
TJ International, Inc.
(Name of Person Filing Statement)
Common Stock, $1.00 Par Value
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
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872534102 (Common Stock)
(CUSIP Number of Class of Securities)
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Richard B. Drury
Corporate Secretary
TJ International, Inc.
200 East Mallard Drive
Boise, Idaho 83706
(208) 364-3300
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
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Copy to:
David A. Katz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
November 30, 1999 (the "Schedule 14D-9") by TJ International, Inc., a Delaware
corporation (the "Company") relating to the tender offer by WTJ, Inc. (the
"Purchaser"), which is a Delaware corporation and a wholly owned subsidiary of
Weyerhaeuser Company, a Washington corporation ("Weyerhaeuser"), to purchase all
of the Company's Common Stock, par value $1.00 per share ("Common Stock"), and
the associated preferred share purchase rights issued pursuant to the Company's
Rights Agreement, dated as of August 26, 1999, between the Company and First
Chicago Trust Company of New York, as Rights Agent, as well as the Company's
ESOP Convertible Preferred Stock, par value $1.00 per share (together with the
Common Stock, the "Capital Stock"), at a price of $42 per share of Capital
Stock, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated November 30,
1999, and in the related Letter of Transmittal (which, together with amendments
or supplements hereto or thereto, collectively constitute the "Offer"). Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3 is amended and supplemented by the following:
(b) On December 14, 1999, Weyerhaeuser, the Purchaser and the Company
executed the First Amendment to the Merger Agreement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is amended and supplemented by the following:
On December 8, 1999, Weyerhaeuser and the Purchaser submitted a
pre-merger notification filing with the Federal Trade Commission and U.S.
Department of Justice under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act") in connection with the Offer and
the merger of the Purchaser with and into the Company (the "Merger"). The
Company submitted its filing on December 9, 1999. The applicable waiting
period under the HSR Act will expire at 11:59 p.m., New York City time, on
December 23, 1999, unless extended or earlier terminated in accordance with
the HSR Act.
On December 14, 1999, Weyerhaeuser and the Purchaser filed a
notification with the Bundeskartellamt (the "Cartel Office") in Germany
relating to the Offer and the Merger. Weyerhaeuser and the Purchaser do not
expect that review by the Cartel Office will delay the consummation of the
Offer.
On December 14, 1999, Weyerhaeuser, the Purchaser and the Company made
the filings under the Competition Act (Canada) (the "Canadian Act")
applicable to the Offer and the Merger. The waiting period under the
Canadian Act applicable to the Offer will expire on December 21, 1999,
unless extended or earlier terminated in accordance with the Canadian Act.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended and supplemented by the following:
The following Exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION
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Exhibit 8 - First Amendment dated as of December 14, 1999, to the Agreement and
Plan of Merger, dated as of November 23, 1999, among Weyerhaeuser
Company, WTJ, Inc. and TJ International, Inc.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
TJ INTERNATIONAL, INC.
By: /S/ Thomas H. Denig
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Thomas H. Denig
President and
Chief Executive Officer
Dated: December 15, 1999
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<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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Exhibit 8 - First Amendment dated as of December 14, 1999, to the Agreement and
Plan of Merger, dated as of November 23, 1999, among Weyerhaeuser
Company, WTJ, Inc. and TJ International, Inc.
EXHIBIT 8
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FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT dated as of December 14, 1999, to the Agreement
and Plan of Merger, dated as of November 23, 1999 (the "Merger
Agreement"), among Weyerhaeuser Company, a Washington corporation
("Parent"), WTJ, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), and TJ International, Inc., a Delaware
corporation (the "Company").
WHEREAS Parent, Sub and the Company have entered into the Merger
Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The second sentence of Section 3.03(a) of the Merger Agreement is
hereby amended so that it shall now read in its entirety:
"At the close of business on November 17, 1999, (i) 18,351,054
shares of Company Common Stock were issued, of which 15,513,496 shares
of Company Common Stock were issued and outstanding and 2,837,558
shares of Company Common Stock were held by the Company in its
treasury, (ii) 1,097,719 shares of Company Authorized Preferred Stock
were issued and outstanding, consisting entirely of shares of Company
Preferred Stock, (iii) 1,097,719 shares of Company Common Stock were
reserved for issuance upon conversion of outstanding shares of Company
Preferred Stock, 1,671,436 shares of Company Common Stock were
reserved for issuance pursuant to exercise of outstanding Company
Employee Stock Options (as defined in Section 6.04(d)) and 550,564
additional shares of Company Common Stock were reserved for issuance
pursuant to the Company Stock Plans (as defined in Section 6.04(d)),
and (iv) 185,000 shares of Series A Junior Participating Preferred
Stock, par value $1.00 per share (the "Junior Preferred Stock"), of
the Company were reserved for issuance in connection with the rights
(the "Company Rights") issued pursuant to the Rights Agreement dated
as of August 26, 1999, between the Company and First Chicago Trust
Company of New York, as Rights Agent (as amended from time to time,
the "Company Rights Agreement")."
2. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Merger Agreement.
3. This First Amendment to the Merger Agreement shall be deemed to be
a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of
such State.
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4. This First Amendment to the Merger Agreement may be executed in any
number of counterparts. It shall not be necessary that the signature of or
on behalf of each party appears on each counterpart, but it shall be
sufficient that the signature of or on behalf of each party appears on one
or more of the counterparts. All counterparts shall collectively constitute
a single agreement.
5. Except as expressly set forth herein, this First Amendment to the
Merger Agreement shall not by implication or otherwise alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Merger Agreement, all of which shall
continue in full force and effect.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
WEYERHAEUSER COMPANY
By:/S/ William C. Stivers
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Name: William C. Stivers
Title: Executive Vice President
and Chief Financial Officer
WTJ, INC.
By:/S/ Robert A. Dowdy
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Name: Robert A. Dowdy
Title: Vice President
TJ INTERNATIONAL, INC.
By:/S/ Thomas H. Denig
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Name: Thomas H. Denig
Title: President and
Chief Executive Officer
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