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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 7
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 3 pages.
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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, 3, 4, 5 and 6 filed with the Commission on
December 1, 1999, December 9, 1999, December 15, 1999, December 23, 1999,
December 28, 1999 and January 6, 2000, respectively (as amended, the "Original
Filing"), with respect to the Purchaser's offer to purchase (the "Offer") all
the outstanding shares of Common Stock ("Common Shares") and ESOP Convertible
Preferred Stock ("Preferred Shares") of TJ International, Inc., a Delaware
corporation (the "Company"). Capitalized terms used and not defined herein
shall have the meanings given to them in the Original Filing.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
As described in Item 6 below, pursuant to the Offer the Purchaser
has purchased a total of 15,402,524.30 Common Shares, representing
approximately 92.2% of the total number of outstanding Common Shares and
Common Shares issuable upon conversion of outstanding Preferred Shares. As
provided in the Merger Agreement, the Company has terminated contributions to
the employee stock ownership portion of the Company's Investment Plan and has
called for redemption on January 27 , 2000, of all the outstanding Preferred
Shares that were not tendered and accepted for purchase pursuant to the Offer.
As promptly as practicable following the conversion or redemption of all such
outstanding Preferred Shares, the Purchaser intends to consummate a
"short-form" merger under the Delaware General Corporation Law, in which the
Purchaser will be merged with and into the Company and each outstanding Common
Share and Preferred Share not owned by the Purchaser will be converted into
$42 in cash, without interest, as provided in the Merger Agreement.
Item 6. Interest in Securities of Subject Company.
A total of 14,508,389.30 Common Shares and a total of 894,135
Preferred Shares were validly tendered pursuant to the Offer and not
withdrawn, and the Purchaser has accepted and paid for all such Common and
Preferred Shares. In accordance with the terms of the Preferred Shares, the
Preferred Shares so accepted for purchase pursuant to the Offer were
automatically converted into the same number of Common Shares. The Common
Shares acquired by the Purchaser pursuant to the Offer (including Common Stock
acquired upon such automatic conversion) represent approximately 93.3% of the
total number of Common Shares currently outstanding (after taking into account
the such automatic conversions) and approximately 92.2% of the total number of
outstanding Common Shares and Common Shares issuable upon conversion of
outstanding Preferred Shares.
Item 10. Additional Information.
On January 4, 2000, the Canadian Competition Bureau informed
Weyerhaeuser that it would not initiate proceedings before its Competition
Tribunal with respect to the Offer or the merger of the Purchaser with and
into the Company.
Page 2 of 3 pages.
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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 12, 2000
WTJ, INC.
By: /s/ Richard J. Taggart
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Name: Richard J. Taggart
Title:Treasurer
WEYERHAEUSER COMPANY
By /s/ Robert A. Dowdy
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Name: Robert A. Dowdy
Title:Vice President
Page 3 of 3 pages.
