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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
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
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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2
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 Amendment No. 1, filed with the Commission on December 1, 1999,
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 8, 1999, Weyerhaeuser and the Purchaser made the filing under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), applicable to the Offer and the merger of the Purchaser with and into
the Company. The waiting period under the HSR Act applicable to the Offer will
expire at 11:59 p.m., New York City time, on December 24, 1999, unless
extended or earlier terminated in accordance with the HSR Act.
Item 11. Materials to be Filed as Exhibits.
(a)(8) Letter to Participants in the Company's Investment Plan.
Page 2 of 4 pages.
Exhibit Index on page 4.
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3
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 9, 1999
WTJ, INC.
By /s/ Robert A. Dowdy
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Name: Robert A. Dowdy
Title: Vice President
WEYERHAEUSER
By /s/ Richard J. Taggart
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Name: Richard J. Taggart
Title: Vice President and Treasurer
Page 3 of 4 pages.
Exhibit Index on page 4.
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4
EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
(a)(8) Letter to Participants in the Company's Investment Plan
Page 4 of 4 pages.
Exhibit Index on page 4.
13 Devonshire Street
FIDELITY MANAGEMENT TRUST COMPANY Boston, Massachusetts 02109
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IMMEDIATE ATTENTION REQUIRED
December 7, 1999
Re: TJ International, Inc. Investment Plan
Dear Plan Participant:
Our records reflect that, as a participant in the plan above (the
"Plan"), a portion of your individual account is invested in the TJ
International, Inc. 401(k) Common Stock Fund, the TJ International ESOP Common
Stock Fund and /or the TJ International, Inc. ESOP Preferred Stock Fund
(individually and collectively, the "Stock Funds"). A subsidiary of
Weyerhaeuser Company has initiated an offer to purchase all outstanding shares
of common and ESOP convertible preferred stock of TJ International, Inc. at a
price of $42.00 per share, net to the seller, in cash (the "Offer").
Enclosed are tender offer materials and two Direction Forms that require
your immediate attention. These materials describe an offer to purchase all
outstanding shares of common stock and ESOP convertible preferred stock of TJ
International, Inc. at a price of $42.00 per share. As described below, you
have the right to instruct Fidelity Management Trust Company ("Fidelity"), as
trustee of the Plan, concerning whether to tender shares of TJ International,
Inc. common stock or preferred stock attributable to your individual account
under the Plan.
You will need to complete the enclosed Direction Forms and return them to
Fidelity Institutional Retirement Services Company in the enclosed return
envelope so that they are RECEIVED by 12:00 Midnight, Eastern time, on
December 31, 1999, unless the tender offer is extended. Please complete and
return the enclosed Direction Forms even if you decide not to participate in
the tender offer described below. NO FACSIMILE TRANSMITTALS OF THE TRUSTEE
DIRECTION FORMS WILL BE ACCEPTED.
The remainder of this letter summarizes the transaction, your rights
under the Plan and the procedures for completing the Direction Forms. You
should also review the more detailed explanation provided in the other tender
offer materials including the Offer to Purchase and the related blue Letter of
Transmittal from Weyerhaeuser Company and TJ International, Inc.'s
Solicitation / Recommendation Statement, or Schedule 14D-9.
BACKGROUND
Weyerhaeuser Company (the "Purchaser"), through its wholly owned
subsidiary WTJ, Inc., has made a tender offer to purchase all of the
outstanding shares of common and ESOP convertible preferred stock (the
"Shares") of TJ International, Inc. (the "Company") at a price of $42.00 per
Share. The enclosed Offer to Purchase dated November 30, 1999 (the "Offer to
Purchase"), and the related Letter of Transmittal, set forth the objectives,
terms and conditions of
<PAGE>
the Offer and are being provided to all of the Company's shareholders. Also
enclosed is the Company's Schedule 14D-9.
The Purchaser's Offer to Purchase extends to the Shares held by the Plan.
As of Friday, November 26, 1999, the Plan held approximately 1,751,911 common
shares (all of which were attributed to participants' accounts under the Plan)
and 1,095,919 preferred shares (of which 485,636 were attributed to
participants' accounts, and 610,283 were held in the suspense account of the
Plan). Only Fidelity, as trustee of the Plan, can tender these Shares in the
Offer. Nonetheless, as a participant under the Plan, you have the right to
direct Fidelity whether or not to tender some or all of the Shares
attributable to your individual account in the Plan. Unless otherwise required
by applicable law, Fidelity will tender Shares attributable to participant
accounts in accordance with participant instructions and Fidelity will not
tender Shares attributable to participant accounts for which it does not
receive timely instructions. If you do not complete the enclosed Direction
Forms and return them to Fidelity on a timely basis, you will be deemed to
have elected not to participate in the Offer and no Shares attributable to
your Plan account will be tendered in the Offer. Unless otherwise required by
applicable law, Fidelity will also any tender Shares held in the Plan but
which are not attributable to participant accounts in the same proportion as
the total number of Shares for which it has received directions to tender
bears to the total number of Shares attributable to participant accounts.
Please note that a tender of Shares attributable to your individual
account under the Plan can be made only by Fidelity as the holder of record.
Do not complete the blue Letter of Transmittal; it is furnished to you for
your information only and cannot be used by you to tender directly Shares
attributable to your individual account under the Plan. If you wish to direct
Fidelity concerning the tender of your Shares in the Plan, you must complete
and return the enclosed Direction Forms.
Fidelity makes no recommendation as to whether to direct the tender of
Shares or whether to refrain from directing the tender of Shares. EACH
PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
CONFIDENTIALITY
To assure the confidentiality of your decision, Fidelity and its
affiliates or agents will tabulate the Direction Forms. Neither Fidelity nor
its affiliates or agents will make the results of your individual direction
available to the Purchaser or Company.
PROCEDURE FOR DIRECTING TRUSTEE
Enclosed are two Direction Forms which should be completed and returned
to Fidelity. Participants may have common shares and/or preferred shares
credited to their account under the Plan. Please note that the reverse side of
each Direction Form indicates next to your address how many Shares of each
type you have in your individual account as of November 26, 1999. However, for
purposes of final tabulation, Fidelity will apply your instructions to the
number of
<PAGE>
Shares credited to your account as of December 28, 1999, or as of a later date
if the Offer is extended.
If you want to tender common shares, you should complete and return the
top Direction Form. If you want to tender preferred shares, you should
complete and return the bottom Direction Form. If you do not properly complete
the Direction Forms or do not return them by the deadline specified, unless
the Offer is extended, such Shares will NOT BE TENDERED (unless otherwise
required by applicable law). Please note that if you wish to give directions
on ALL Shares credited to your account, you will need to complete and return
BOTH Direction Forms, in the manner described below.
To properly complete your Direction Forms, you must do the following:
(1) On the faces of the Direction Forms, check Box 1, 2 or 3. CHECK ONLY
ONE BOX ON EACH FORM:
o CHECK BOX 1 if you want ALL of the Shares attributable to your
individual account tendered for sale in accordance with the
terms of the Offer.
o CHECK BOX 2 if you want to tender a portion of the Shares
attributable to your individual account. Specify the percentage
(in whole numbers) of Shares that you want to tender for sale
in accordance with the terms of this Offer. If this amount is
less than 100%, you will be deemed to have instructed Fidelity
NOT to tender the balance of the Shares attributable to your
individual account under the Plan.
o CHECK BOX 3 if you do not want the Shares attributable to your
individual account tendered for sale in accordance with the
terms of the Offer and simply want the Plan to continue holding
such Shares.
(2) Date and sign the Direction Forms in the spaces provided.
(3) Return the Direction Forms in the enclosed return envelope so that
they are received by Fidelity at the address on the return envelope
(P.O. Box 9123, Hingham, MA 02043) not later than 12:00 Midnight,
Eastern time, on Friday, December 31, 1999, unless the Offer is
extended. If you wish to return the forms by overnight mail, please
send them to Fidelity's tabulation agent, Management Information
Services, at 61 Accord Park Drive, Norwell, MA 02061. Please note
that overnight mail and courier services may not deliver on December
31, 1999.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, Eastern time, on December 31, 1999, unless the Offer is extended. In
order to make an effective withdrawal, you must submit new Direction Forms
which may be obtained by calling Fidelity at 1-800-845-2363. Your new
Direction Forms must include your name, address and Social Security number.
Upon receipt of new, completed and signed Direction Forms, your previous
directions will be deemed canceled. You may direct the re-tendering of any
Shares attributable to your individual account by obtaining additional
Direction Forms from Fidelity and repeating the previous instructions for
directing tender as set forth in this letter.
<PAGE>
After the deadline above for returning the Direction Forms to
Fidelity, Fidelity and its affiliates or agents will complete the tabulation
of all directions and Fidelity, as trustee, will tender the appropriate number
of Shares. Unless the Offer is terminated or amended in accordance with its
terms, the Purchaser will then buy all outstanding Shares that were tendered.
EFFECT OF TENDER ON YOUR ACCOUNT
Regardless of whether or not you choose to participate in the Offer, the
Stock Funds' accounts of all Plan participants will be temporarily frozen, and
will remain frozen until all tender offer processing has been completed. As of
4:00 p.m., Eastern Time, on Tuesday, December 28, 1999, you will NOT be able
to make exchanges out of the Stock Funds until all tender offer processing has
been completed. Further, all distributions, loans and withdrawals from
balances in the Stock Funds in the Plan will be frozen after that time.
However, balances in the Stock Funds will be utilized to calculate amounts
eligible for distributions, loans and withdrawals throughout the freeze.
Contributions to and exchanges from other investment options into the Stock
Fund may continue throughout the tender offer and will be unaffected by the
freeze. Fidelity will complete processing as soon as administratively
possible. Fidelity anticipates that the processing will be completed five to
seven business days after receipt of proceeds from the Purchaser.
For any Shares in the Plan that are tendered and purchased by the
Purchaser, the Purchaser will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN
THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL
SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE
WITH THE TERMS OF THE PLAN.
Fidelity will invest proceeds with respect to Shares credited to your
individual account in the Fidelity Puritan Fund as soon as administratively
possible after receipt of proceeds. You may call Fidelity at 1-800-845-2363
after the reinvestment is complete to learn the effect of the tender on your
account or to exchange the proceeds of the sale of Shares from the Fidelity
Puritan Fund into other investment options offered under the Plan.
In the event that TJ International, Inc. common shares are delisted
(cease to be traded), as described in Section 7 of the Offer, contributions,
deposits and exchanges in to or out of the Stock Funds cannot be permitted.
Future contributions, deposits and exchanges into the Stock Fund will be
invested in the Fidelity Puritan Fund, pending participant or Named Fiduciary
investment decisions.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, you will receive, under separate cover,
tender offer materials directly from the Purchaser and the Company which can
be used to tender such Shares directly to the Company. Those tender offer
materials may not be used to direct Fidelity to tender or not tender the
Shares attributable to your individual account under the Plan. The direction
to tender or not tender Shares attributable to your individual account under
the Plan may only be
<PAGE>
made in accordance with the procedures in this letter. Similarly, the enclosed
Direction Forms may not be used to tender non-Plan Shares.
FURTHER INFORMATION
If you require additional information concerning the procedure to tender
Shares attributable to your individual account under the Plan, please contact
Fidelity at 1-800-845-2363. If you have additional questions concerning the
terms and conditions of the tender offer, you may call Georgeson Shareholder
Communications Inc., the information agent for the Offer, at 1-800-223-2064.
Sincerely,
Fidelity Management Trust Company
<PAGE>
--- Please fold and detach card at perforation before mailing ---
TJ INTERNATIONAL, INC. TENDER OFFER
TRUSTEE DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE
ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS
In connection with the Offer to Purchase made by WTJ, Inc., a subsidiary of
Weyerhaeuser Company, dated November 30, 1999, as it may be amended (the
"Offer"), I hereby instruct Fidelity Management Trust Company ("Fidelity"), as
trustee of the TJ International, Inc. Investment Plan (the "Plan"), to tender
the shares of common stock of TJ International, Inc. (the "Common Shares")
credited to my account under the Plan as of December 28, 1999, unless a later
deadline is announced, as follows (check only one box and complete):
Box 1 [ ] I direct Fidelity to tender ALL of the Common Shares credited
to my account in the Plan in accordance with the terms of the
Offer.
Box 2 [ ] I direct Fidelity to tender ______ percent (insert a
percentage in whole numbers less than 100%) of the Common
Shares credited to my account in the Plan, in accordance with
the terms of the Offer.
Box 3 [ ] I direct Fidelity NOT to tender any of the Common Shares
credited to my account in the Plan in accordance with the
terms of the Offer.
--- Please fold and detach card at perforation before mailing ---
As of November 28, 1999, the number of Common Shares credited to your account
in the Plan is shown to the right of your address.
PLEASE NOTE THAT IF YOU DO NOT SEND IN A PROPERLY COMPLETED, SIGNED FORM, OR
IF IT IS NOT RECEIVED BY 12:00 MIDNIGHT EASTERN TIME AT P.O. BOX 9123,
HINGHAM, MA 02043 ON DECEMBER 31, 1999, FIDELITY WILL NOT TENDER ANY OF THE
COMMON SHARES CREDITED TO YOUR ACCOUNT IN THE PLAN, IN ACCORDANCE WITH THE
OFFER, UNLESS OTHERWISE REQUIRED BY LAW.
Fidelity makes no recommendation to any Plan participant as to whether to
tender or not. Your instructions to Fidelity will be kept confidential.
This Trustee Direction Form, if properly signed, completed and received by
Fidelity in a timely manner will supersede any previous Trustee Direction
Form.
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Signature
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Please Print Name
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Date
<PAGE>
--- Please fold and detach card at perforation before mailing ---
TJ INTERNATIONAL, INC. TENDER OFFER
TRUSTEE DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE
ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS
In connection with the Offer to Purchase made by WTJ, Inc., a subsidiary of
Weyerhaeuser Company dated November 30, 1999, as it may be amended (the
"Offer"), I hereby instruct Fidelity Management Trust Company ("Fidelity"), as
trustee of the TJ International, Inc. Investment Plan (the "Plan"), to tender
the shares of preferred stock of TJ International, Inc. (the "Preferred
Shares") credited to my account under the Plan as of December 28, 1999, unless
a later deadline is announced, as follows (check only one box and complete):
Box 1 [ ] I direct Fidelity to tender ALL of the Preferred Shares
credited to my account in the Plan in accordance with the
terms of the Offer.
Box 2 [ ] I direct Fidelity to tender ______ percent (insert a
percentage in whole numbers less than 100%) of the Preferred
Shares credited to my account in the Plan, in accordance with
the terms of the Offer.
Box 3 [ ] I direct Fidelity NOT to tender any of the Preferred Shares
credited to my account in the Plan in accordance with the
terms of the Offer.
--- Please fold and detach card at perforation before mailing ---
As of November 28, 1999, the number of Preferred Shares credited to your
account in the Plan is shown to the right of your address.
PLEASE NOTE THAT IF YOU DO NOT SEND IN A PROPERLY COMPLETED, SIGNED FORM, OR
IF IT IS NOT RECEIVED BY 12:00 MIDNIGHT EASTERN TIME AT P.O. BOX 9123,
HINGHAM, MA 02043 ON DECEMBER 31, 1999, FIDELITY WILL NOT TENDER ANY OF THE
PREFERRED SHARES CREDITED TO YOUR ACCOUNT IN THE PLAN, IN ACCORDANCE WITH THE
OFFER, UNLESS OTHERWISE REQUIRED BY LAW.
Fidelity makes no recommendation to any Plan participant as to whether to
tender or not. Your instructions to Fidelity will be kept confidential.
This Trustee Direction Form, if properly signed, completed and received by
Fidelity in a timely manner will supersede any previous Trustee Direction
Form.
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Signature
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Please Print Name
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Date
