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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 22)
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 8, 2001, Weyerhaeuser distributed to its
shareholders a letter regarding the Offer and proposed
business combination. The text of the letter is filed
herewith as Exhibit (a)(5)(R).
Item 12. Exhibits.
(a)(5)(R) Letter sent by Weyerhaeuser Company to its
shareholders.
- 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: March 8, 2001
- 2 -
Exhibit Index
Exhibit No. Description
(a)(5)(R) Letter sent by Weyerhaeuser Company to its
shareholders.
Exhibit (a)(5)(R)
an update to our shareholders
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.
to our shareholders: I wanted to update you on our efforts to acquire
Willamette Industries, Inc. As I mentioned in my annual report letter, we are
renewing Weyerhaeuser to best position the company to continue to provide our
shareholders with industry-leading performance. Over the last few years the
competitive landscape of the forest products industry has changed
dramatically. Global competition and market conditions now require companies
like Weyerhaeuser to have critical mass and an international presence in order
to continue to be successful.
One of our most recent steps toward our goal of creating the premier
global leader in forest products is our proposed acquisition of Willamette for
$48 per share. We initiated our effort to acquire Willamette because the board
and management of Weyerhaeuser believe the combination will result in a
company with high quality assets and skilled people focused on complementary
products. Both companies are proud of their reputation within the industry for
the stewardship of timberlands, and our timber positions in the Pacific
Northwest and Southeast will yield significant benefits in timber management.
Weyerhaeuser already has strong leadership positions in market pulp,
timberlands and lumber production. The proposed combination will significantly
enhance our leadership in white papers, containerboard and packaging,
structural panels and engineered wood products.
Equally important, the proposed combination will result in a more
balanced business mix than either company currently has on its own, leading to
increased financial strength throughout the business cycle. The transaction is
anticipated to be accretive to Weyerhaeuser's cash flow and earnings per share
in the first year after close, while maintaining Weyerhaeuser's
investment-grade credit rating. We are excited about the benefits that this
transaction would bring to our company.
We are pleased to report that as of February 1, 2001, the date of our
latest tender offer extension, Willamette shareholders had tendered
approximately 51 percent of Willamette's outstanding common shares into our
offer. By doing so, Willamette shareholders sent a strong message to
Willamette's board in favor of our premium offer, but, to date, the Willamette
board has chosen to ignore the view of its shareholders. We have extended the
tender offer until March 30.
We prefer to work cooperatively with Willamette to negotiate a mutually
beneficial transaction. However, Willamette continues to refuse to meet with
us and we are proceeding to solicit proxies from Willamette shareholders to
elect four independent directors to the Willamette board at Willamette's next
annual meeting. The annual meeting is normally held in April, but has not yet
been scheduled. We believe the Weyerhaeuser nominees are committed to
maximizing shareholder value, and would act in Willamette shareholders' best
interests by seeking to influence their fellow board members to let the
shareholders decide whether to accept Weyerhaeuser's offer.
While this process continues, we will maintain our focus on
Weyerhaeuser's performance. We have the skills and the resources to meet the
challenges presented by the 21st century to become the best forest products
company in the world.
/s/ STEVEN R. ROGEL
STEVEN R. ROGEL
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
FEBRUARY, 2001