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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 23)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
WILLAMETTE INDUSTRIES, INC.
(Name of Subject Company (Issuer))
COMPANY HOLDINGS, INC.
WEYERHAEUSER COMPANY
(Names of Filing Persons -- Offerors)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
969133107
(CUSIP Number of Class of Securities)
Robert A. Dowdy, Esq.
Weyerhaeuser Company
Federal Way, Washington 98063
Telephone: (253) 924-2345
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
Copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
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SCHEDULE TO
This Statement amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on November 29,
2000 (as previously amended, the "Schedule TO"), relating to the offer by
Company Holdings, Inc., a Washington corporation (the "Purchaser") and a
wholly owned subsidiary of Weyerhaeuser Company, a Washington corporation
("Weyerhaeuser" or "Parent"), to purchase (1) all outstanding shares
("Shares") of common stock, par value $0.50 per share, of Willamette
Industries, Inc., an Oregon corporation ("Willamette" or the "Company"), and
(2) unless and until validly redeemed by the Board of Directors of the
Company, the related rights to purchase shares of Series B Junior
Participating Preferred Stock, $0.50 par value per share, of the Company (the
"Rights") issued pursuant to the Rights Agreement, dated as of February 25,
2000 by and between the Company and ChaseMellon Shareholder Services L.L.C.,
as Rights Agent, at a price of $48.00 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
the Offer to Purchase (the "Offer to Purchase"), dated November 29, 2000, and
in the related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). Unless the context otherwise
requires, all references to the Shares shall be deemed to include the
associated Rights, and all references to the Rights shall be deemed to include
the benefits that may inure to holders of Rights pursuant to the Rights
Agreement.
Capitalized terms used herein and not defined herein have the
respective meanings assigned such terms in the Offer to Purchase and the
Schedule TO.
Item 11. Additional Information.
On March 12, 2001, Weyerhaeuser extended the Offer until 12:00
midnight New York City time on Friday, May 18, 2001. The text of a press
release issued by Weyerhaeuser on March 12, 2001 announcing the extension of
the Offer is filed herewith as Exhibit (a)(5)(S).
Item 12. Exhibits.
(a)(5)(S) Press relase issued by Weyerhaeuser Company, dated March 12, 2001.
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
COMPANY HOLDINGS, INC.,
by
/s/ STEVEN R. ROGEL
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Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
/s/ STEVEN R. ROGEL
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Name: Steven R. Rogel
Title: President and Chief Executive
Officer
Dated: March 12, 2001
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5)(S) Press release issued by Weyerhaeuser Company, dated
March 12, 2001.
Exhibit (a)(5)(S)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER TENDER OFFER FOR WILLAMETTE INDUSTRIES
EXTENDED TO MAY 18, 2001
FEDERAL WAY, Wash., March 12, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it has extended its $48 per share cash tender offer for all of
the outstanding common stock of Willamette Industries, Inc. (NYSE: WLL). The
offer, which was extended early, has been extended until midnight, New York
City time, on May 18, 2001, unless further extended. As of noon on
March 12, 2001, Willamette shareholders had tendered and not withdrawn
approximately 31.4 million shares pursuant to Weyerhaeuser's tender offer.
The offer was previously scheduled to expire at midnight, New York City time,
on March 30, 2001.
Steven R. Rogel, chairman, president, and chief executive officer of
Weyerhaeuser, stated, "We are very pleased with the ongoing support we are
receiving from the Willamette shareholders during this tender offer process,
and now with the announcement of Willamette's long-delayed annual meeting, we
are turning our focus to the election of directors. Finally, the Willamette
shareholders will have the opportunity to show their strong support for our
proposed transaction in a manner that cannot be ignored by the Willamette
board. We would hope that well before the annual meeting, the Willamette board
of directors will listen to its shareholders and act in their best interests
by sitting down with Weyerhaeuser to negotiate a transaction that will create
a new global leader in the forest products industry headquartered in the
Pacific Northwest."
The company also noted that in Willamette's most recent press release and
shareholder letter there were a number of mischaracterizations about
Weyerhaeuser's nominees. In particular, Willamette included a quotation from
Weyerhaeuser's February 9 proxy statement that Weyerhaeuser believes was
deliberately abbreviated in such a manner as to alter the meaning of the
statement. The complete sentence set forth in Weyerhaeuser's proxy statement
reads:
"IT IS EXPECTED THAT THE WEYERHAEUSER NOMINEES WILL, SUBJECT TO THEIR
FIDUCIARY DUTIES, seek to cause [Willamette's] board of directors to take
all such actions as may be necessary to facilitate the tender offer and
the proposed merger."
(Language omitted by Willamette is in bold)
Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 2000, sales were $16 billion. It has
offices or operations in 17 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 and practices is available at
www.weyerhaeuser.com.
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FORWARD-LOOKING STATEMENTS
This news release contains statements concerning the company's future results
and performance that are forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any such forward looking
statement made by Weyerhaeuser with respect to the Willamette tender offer is
not entitled to the benefit of the safe harbor protections of the Private
Securities Litigation Reform Act of 1995. The accuracy of such forward looking
statements is subject to a number of risks, uncertainties and assumptions that
may cause actual results to differ materially from those projected, including,
but not limited to, the effect of general economic conditions, including the
level of interest rates and housing starts; market demand for the company's
products, which may be tied to the relative strength of various US business
segments; performance of the company's manufacturing operations; the types of
logs harvested in the company's logging operations; the level of competition
from foreign producers; the effect of forestry, land use, environmental and
other governmental regulations; and the risk of losses from fires, floods and
other natural disasters. The company is also a large exporter and is affected
by changes in economic activity in Europe and Asia, particularly Japan, and by
changes in currency exchange rates, particularly the relative value of the US
dollar and the Euro, and restrictions on international trade. These and other
factors that could cause or contribute to actual results differing materially
from such forward looking statements are discussed in greater detail in the
company's Securities and Exchange Commission filings.
IMPORTANT INFORMATION
Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser
Company, has commenced a tender offer for all the outstanding shares of common
stock of Willamette Industries, Inc. at $48.00 per share, net to the seller in
cash, without interest. The offer currently is scheduled to expire at 12:00
midnight, New York City time, on Friday, May 18, 2001. CHI may extend the
offer. If the offer is extended, CHI will notify the depositary for the offer
and issue a press release announcing the extension on or before 9:00 a.m. New
York City time on the first business day following the date the offer was
scheduled to expire.
Weyerhaeuser contacts:
ANALYSTS MEDIA ANALYSTS AND MEDIA
Kathryn McAuley Bruce Amundson Joele Frank / Jeremy Zweig
Weyerhaeuser Weyerhaeuser Joele Frank, Wilkinson
(253) 924-2058 (253) 924-3047 Brimmer Katcher
(212) 355-4449