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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 6
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities and 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, 4 and 5, filed with the Commission on
December 1, 1999, December 9, 1999, December 15, 1999, December 23, 1999 and
December 28, 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").Company.
Item 10. Additional Information.
The Offer expired, as scheduled, at 8:00 p.m., New York City time,
on January 5, 2000. On January 6, 2000, Weyerhaeuser issued a press release, a
copy of which is attached hereto as Exhibit (a)(12) and is incorporated herein
by reference.
Item 11. Material to be Filed as Exhibits.
(a)(12) Text of Press Release, dated January 6, 2000
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: January 6, 2000
WTJ, INC.
By Sandy D. McDade
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Name: Sandy D. McDade
Title: Secretary
WEYERHAEUSER COMPANY
By Robert A. Dowdy
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Name: Robert A. Dowdy
Title: Vice President & General Counsel
Page 3 of 4 pages. Exhibit
Index on page 4.
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4
EXHIBIT INDEX
Exhibit Number Exhibit Name Page Number
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(a) (12) Text of Press Release, dated 5
January 6, 2000
Page 4 of 4 pages. Exhibit
Index on page 4.
EXHIBIT 99
News Release Weyerhaeuser
For Immediate Release For More Information Contact:
January 6, 2000 Media: Bruce Amundson
(253) 924-3047
Analysts: Dick Taggart
(253) 924-2058
Weyerhaeuser Successfully Completes Tender Offer for
TJ International; Companies Begin Combined Operation
FEDERAL WAY, Wash. -- Weyerhaeuser Company (NYSE: WY) today announced that it
has acquired a controlling interest in TJ International (NASDAQ: TJCO) making
Weyerhaeuser the world's largest producer of engineered wood products.
TJ International is a 51 percent owner and managing partner of Trus Joist
MacMillan (TJM). Weyerhaeuser currently owns 49 percent of TJM.
The acquisition was completed under terms of an offer by Weyerhaeuser to
purchase all outstanding shares of TJ International for $42 per share in cash.
Approximately 15.423 million TJ International shares were validly tendered and
not withdrawn when the tender offer expired at 8 p.m. EST on Jan. 5. This
represents more than 90 percent of the total number of outstanding shares in
TJ International. Weyerhaeuser has accepted for purchase all shares that were
validly tendered and not withdrawn prior to the expiration of the offer.
Weyerhaeuser will complete the acquisition of TJ International by acquiring
all remaining outstanding TJ International shares for $42 per share in cash as
soon as possible. Once the acquisition is complete, it is anticipated that it
will be accretive to Weyerhaeuser's earnings and cash flow this year.
"This is an exciting day for Weyerhaeuser as we continue to grow our
value-added wood business," said Steven R. Rogel, Weyerhaeuser chairman,
president and chief executive officer. "Trus Joist is the leading company in
the high-growth area of engineered wood products. We look forward to working
with the dedicated employees of Trus Joist to bring engineered wood products
to their next level of development."
Because of the strong brand identity associated with Trus Joist, Weyerhaeuser
will continue to market its line of engineered wood products under the Trus
Joist name. Research and development, along with certain marketing and sales
functions, will remain in Boise, Idaho.
<PAGE>
Weyerhaeuser Successfully Completes Tender Offer
Page 2
Thomas H. Denig will serve as president of Trus Joist and report to William R.
Corbin, Weyerhaeuser executive vice president - Wood Products. Denig brings
with him 25 years of experience at Trus Joist, serving as president and CEO
since 1995.
"I'm extremely pleased that Tom will continue to play an important role in our
engineered wood products business," Rogel said. "Under his leadership, Trus
Joist has become a worldwide leader in sales, innovation and product quality
in their segment. He will help us maintain the traditions of product
innovation and quality customer service that are associated with the Trus
Joist name."
Weyerhaeuser expects the acquisition to generate approximately $50 million in
annual savings within two years.
The acquisition is a natural extension of the long-standing roles Weyerhaeuser
has held with Trus Joist as a supplier of raw materials and a distributor of
finished goods.
Weyerhaeuser Company, 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.
