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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
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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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 Amendments Nos.
1, 2, 3 and 4, filed with the Commission on December 1, 1999, December
9, 1999, December 15, 1999 and December 23, 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 23, 1999, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the
Merger and the Offer expired. On December 27, 1999, Weyerhaeuser
issued a press release, a copy of which is attached hereto as Exhibit
(a)(11) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(11) Press Release, dated December 22, 1999.
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 28, 1999
WTJ, INC.
By /s/ Sandy D. McDade
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Name: Sandy D. McDade
Title: Vice President & 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 Index
on page 4.
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4
EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
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(a)(11) Text of Press Release, dated December 27, 1999 5
Page 4 of 4 pages. Exhibit Index
on page 4.
News Release
For Immediate Release For More Information Contact:
December 27, 1999 Media: Bruce Amundson
(253) 924-3047
Analysts: Dick Taggart
(253) 924-2058
Weyerhaeuser Purchase of TJ International
Clears Hart-Scott-Rodino Waiting Period
FEDERAL WAY, Wash. - Weyerhaeuser Company today announced that its
planned acquisition of TJ International moved closer to closing with
the expiration of the mandatory waiting period following pre-merger
notification under the Hart-Scott-Rodino Antitrust Improvements Act.
"With this development, we will proceed with the acquisition of TJ
International early next year," said Steven R. Rogel, Weyerhaeuser
chairman, president and chief executive officer. Last week the
seven-day waiting period on the company's filing with the Mergers
Branch of the Canadian Competition Bureau regarding the proposed
acquisition 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.
Weyerhaeuser announced on Nov. 23 that it would 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.
The tender offer, currently scheduled to expire at 8 p.m. EST on Jan.
5, is subject to customary closing conditions.
Boise, Idaho-based Trus Joist MacMillan (NASDAQ: TJCO) 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 transform 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.
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Weyerhaeuser Purchase of TJ International
Clears Hart-Scott-Rodino Waiting Period
Page PAGE 2
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.
