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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 26)
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 5. Past Contacts, Transactions, Negotiations and
Agreements.
On April 2, 2001, Weyerhaeuser sent a letter to the
board of directors of Willamette regarding the Offer. The
text of the letter is filed herewith as Exhibit (a)(5)(V).
Item 12. Exhibits.
(a)(5)(V) Letter dated April 2, 2001, sent by Weyerhaeuser
Company to the board of directors of Willamette
Industries, Inc.
- 1 -
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: April 2, 2001
- 2 -
Exhibit Index
Exhibit No. Description
(a)(5)(V) Letter dated April 2, 2001, sent by Weyerhaeuser
Company to the board of directors of Willamette
Industries, Inc.
Exhibit (a)(5)(V)
[Weyerhaeuser Company logo]
April 2, 2001
Willamette Industries, Inc.
1300 SW Fifth Ave, Suite 3800
Portland OR 97201
Attention: The Board of Directors of Willamette Industries
Gentlemen:
As you know, we have been trying to open a meaningful dialogue regarding a
combination of Willamette and Weyerhaeuser. Working together we can negotiate
a transaction that maximizes value for the shareholders and benefits the
constituencies of both companies. We have refrained from speculating about
matters where more information was required to accurately evaluate the
situation. However, Willamette management has made comments to the media that
have no basis in fact. We believe these comments only serve to cause needless
anxiety among your employees and in the communities in which you operate, and
create conflict where none exists.
Most recently, in a letter to the editor of the Business Journal of Portland
dated March 23, 2001, Duane McDougall, Willamette's president and CEO, made
statements that can only be characterized as speculation. Mr. McDougall said
of the proposed combination with Weyerhaeuser, "hundreds, if not thousands, of
people would likely lose their jobs." We believe Mr. McDougall's statement is
intended to mislead the public and employees in an attempt to rally support
against a combination with Weyerhaeuser. We have been quite clear that we see
minimal impact to the combined employee base as a result of the transaction.
Willamette has repeatedly refused to engage in any discussions with
Weyerhaeuser to explore the merits of the proposed combination and obtain an
informed basis for beliefs about possible effects of the transaction.
Let's focus on the future and the facts - we believe a combination of our two
companies will benefit all Willamette and Weyerhaeuser constituencies. As we
have said, and repeat here again, we welcome discussion with Willamette
regarding this transaction, and if Willamette can demonstrate additional
value, Weyerhaeuser stands ready to negotiate.
Sincerely,
/s/ STEVEN R. ROGEL
Steven R. Rogel
Chairman, President and CEO