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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 50)
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 Willamette,
the related rights to purchase shares of Series B Junior Participating
Preferred Stock, $0.50 par value per share, of Willamette (the "Rights")
issued pursuant to the Rights Agreement, dated as of February 25, 2000 by and
between Willamette and Mellon Investor Services LLC (f/k/a ChaseMellon
Shareholder Services, L.L.C.), as Rights Agent, at a price of $50.00 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, the Supplement thereto dated May 7, 2001
(the "Supplement") and in the related revised 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, the
Supplement and the Schedule TO.
Item 11. Additional Information.
On July 16, 2001, Weyerhaeuser issued a press release regarding the
Offer and Willamette's 2001 annual meeting of shareholders. The text of the
press release is filed as Exhibit (a)(5)(ZZ) hereto.
Item 12. Exhibits.
(a)(5)(ZZ) Press release dated July 16, 2001, issued by Weyerhaeuser Company.
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: July 16, 2001
Exhibit Index
Exhibit Description
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(a)(5)(ZZ) Press release dated July 16, 2001, issued by
Weyerhaeuser Company.
Exhibit (a)(5)(ZZ)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER RECEIVES FINAL CERTIFICATION
OF WILLAMETTE SHAREHOLDER VOTE
FEDERAL WAY, Wash., July 16, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that the independent inspectors of election have certified the
voting results from the 2001 annual meeting of shareholders of Willamette
Industries, Inc. (NYSE: WLL). The shareholders of Willamette have elected
Weyerhaeuser's slate of nominees, Evelyn Cruz Sroufe, Robert C. Lane and
Thomas M. Luthy, to serve on Willamette's board of directors.
The Weyerhaeuser slate was elected with the support of approximately 51
percent of the total shares voting for either slate. Based on Weyerhaeuser's
analysis, Weyerhaeuser believes that more than 80 percent of the shares held
by "unaffiliated" Willamette shareholders voting in the election were voted in
favor of the Weyerhaeuser nominees.
Weyerhaeuser believes that these results include well over one million shares
that appear to have been improperly voted for Willamette.
Steven R. Rogel, Weyerhaeuser chairman, president and chief executive officer,
said, "As we stated when the preliminary vote results were announced, we
believe the outcome of this election provides a clear directive to Willamette.
Willamette's shareholders, the owners of the company, have elected the
Weyerhaeuser nominees to encourage Willamette to enter into negotiations with
Weyerhaeuser immediately in order to maximize the value of their investment.
"We remain focused on creating the premier forest products company
headquartered in the Pacific Northwest while generating value for both
Weyerhaeuser and Willamette shareholders," Rogel added.
-more-
-2-
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 $50.00 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 August 15, 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 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.
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