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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 20)
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 February 22, 2001, Weyerhaeuser sent a letter to
Willamette's board of directors. The full text of a press
release issued by Weyerhaeuser on February 22, 2001, is filed
herewith as Exhibit (a)(5)(P).
Item 12. Exhibits.
(a)(5)(P) Press release issued by Weyerhaeuser Company,
dated February 22, 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: February 22, 2001
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Exhibit Index
Exhibit No. Description
(a)(5)(P) Press release issued by Weyerhaeuser Company,
dated February 22, 2001.
Exhibit (a)(5)(P)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE BOARD
FEDERAL WAY, Wash., February 22, 2001 - Weyerhaeuser Company (NYSE: WY) today
sent the following letter in response to a letter it received from Willamette
Industries, Inc. (NYSE: WLL):
February 22, 2001
Board of Directors
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Dear Willamette Board Members:
We received your letter of February 22, and must respond since your
letter expresses some serious misperceptions about Weyerhaeuser and
our proposed combination with Willamette Industries.
You are correct in assuming that the Weyerhaeuser board unanimously
supports a combination with Willamette. This combination is too
compelling to ignore, and our two companies are a perfect fit. Our
board is fully informed and regularly reviews media coverage as well
as research reports from independent financial analysts. Contrary to
your assertions, there is extensive third-party support in the
financial community for this combination.
As you know, as of February 1, the last expiration date of
Weyerhaeuser's $48 per share tender offer, your shareholders had
tendered 51% of Willamette's outstanding common stock. Our all cash
premium offer for 100% of the shares simply cannot be characterized
as "coercive." What is coercive is preventing shareholders from
taking advantage of our offer by refusing to lift your "poison pill"
rights plan and other defensive measures as well as failing to
schedule your annual meeting. Despite these defensive measures,
Willamette shareholders will have the opportunity to take meaningful
action to advance this proposed transaction by electing our director
nominees at the annual meeting.
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Your description of Weyerhaeuser's approach as antagonistic is
surprising. We have reviewed our public comments, and have found
that they have, repeatedly, addressed the strength of Willamette's
management team, the complementary asset fit, and the benefits of
creating the premier forest products company through a combination
of our two companies.
We do not understand your claim that our call to negotiate is
somehow illogical. We are confident that your shareholders see the
logic in Willamette sitting down with Weyerhaeuser. Provided
additional value was demonstrated, negotiation could result in an
increased price for your shareholders. If, as you say, you are
"committed to delivering value" we stand ready to negotiate.
Sincerely,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
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.
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.
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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, March 30, 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.
Today's news release, along with other news about Weyerhaeuser, is available
on the Internet at www.weyerhaeuser.com.
Weyerhaeuser contacts:
Analysts Media
Kathryn McAuley Joele Frank/Jeremy Zweig Bruce Amundson
Weyerhaeuser Joele Frank, Wilkinson Weyerhaeuser
(253) 924-2058 Brimmer Katcher (253) 924-3047
(212) 355-4449