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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 9)
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 ("Parent"),
to purchase (1) all outstanding shares ("Shares") of common stock, par value
$0.50 per share, of Willamette Industries, Inc., an Oregon corporation (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 January 4, 2001, Parent published an advertisement in various
Oregon newspapers. The text of the advertisement is attached hereto as Exhibit
(a)(5)(H).
Item 12. Exhibits.
(a)(5)(H) Advertisement first published by Weyerhaeuser Company on
January 4, 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: January 4, 2001
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5)(H) Advertisement first published by Weyerhaeuser
Company on January 4, 2001.
Exhibit (a)(5)(H)
WEYERHAEUSER AND OREGON,
A CENTURY-OLD PARTNERSHIP.
GENERATIONS OF OREGONIANS HAVE WORKED TO BUILD WEYERHAEUSER INTO THE
PROUD COMPANY IT IS TODAY, WITH OREGON FACILITIES AND TIMBERLANDS REACHING FROM
PORTLAND TO MEDFORD. For 98 years, Oregonians have played a significant role in
Weyerhaeuser's success, and Weyerhaeuser has been committed to Oregon and its
citizens - the people who make this state great. Today we employ approximately
2,800 Oregonians and almost 3,500 of our retirees live here.
WEYERHAEUSER HAS ALWAYS MADE IT A PRIORITY TO GIVE BACK TO THE
COMMUNITIES IN WHICH WE OPERATE. Over the past five years, the Weyerhaeuser
Company Foundation has donated more than $3 million to charities throughout
Oregon to support needs such as education, human services, community
development, arts and culture, and the environment.
WE ALSO ENCOURAGE OUR EMPLOYEES TO DONATE BOTH TIME AND MONEY TO THEIR
LOCAL COMMUNITIES. Through the WAVE program - Weyerhaeuser Active Volunteer
Employees - our employees support their communities by initiating projects and
nominating local non-profit organizations for charitable grants. Our employees
make a difference in Oregon by volunteering thousands of hours to charitable
endeavors like Habitat for Humanity and the SMART reading program, as well as
partnering with local parks departments to improve green spaces. Also, each year
Weyerhaeuser employees donate hundreds of thousands of dollars to the United Way
in Oregon. In fact, local Weyerhaeuser employees are among the largest United
Way contributors in Lane County.
OUR COMMITMENT TO OUR COMMUNITIES HAS NOT GONE UNRECOGNIZED. Just this
year, our Cottage Grove operations received a SOLV citizenship award for the
volunteer work of our employees to help students through three educational
partnerships. We're pleased that SOLV, a statewide nonprofit organization, chose
to honor our people for the volunteer work they've done to improve the future
for Oregon's children.
WEYERHAEUSER ALSO PLAYS A SIGNIFICANT ROLE IN THE STATE'S ECONOMY. We
purchase here in Oregon many of the goods and services used by Weyerhaeuser,
contributing hundreds of millions of dollars to the Oregon economy. In 1999, the
company paid more than $9 million in Oregon state and local taxes.
Oregon has some of the most productive land for growing softwood
timber in the United States. We're using our leadership position in sustainable
timberland management to ensure that future generations have access to the
benefits of wood while protecting important natural resources. Every year, we
plant more than 4 million trees in Oregon.
Oregon, you've known us all along - we've been growing together for a
century. Thank you for your support. We look forward to continuing our
successful partnership.
[Weyerhaeuser Company logo]
The future is growingTM
Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser
Company ("Weyerhaeuser"), has commenced a tender offer for all the outstanding
shares of common stock of Willamette Industries, Inc. ("Willamette") 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 Thursday, January
4, 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. On December 21, 2000, Weyerhaeuser and
CHI filed with the Securities and Exchange Commission a preliminary proxy
statement in connection with the election of the nominees of Weyerhaeuser and
CHI (the "Weyerhaeuser Nominees") to the Willamette board of directors at the
Willamette 2001 annual meeting of shareholders. Weyerhaeuser will prepare and
file with the Commission a definitive proxy statement regarding the election of
the Weyerhaeuser Nominees and may file other proxy solicitation material
regarding the election of the Weyerhaeuser Nominees or the proposed business
combination between Weyerhaeuser and Willamette. Investors and security holders
are urged to read the definitive proxy statement and any other proxy material,
when they become available, because they will contain important information. The
definitive proxy statement will be sent to shareholders of Willamette seeking
their support of the election of the Weyerhaeuser Nominees to the Willamette
board of directors. Investors and security holders may obtain a free copy of the
tender offer statement, the definitive proxy statement (when it is available)
and other documents filed by Weyerhaeuser with the Commission at the
Commission's website at http://www.sec.gov. The tender offer statement, the
definitive proxy statement (when it is available) and these other documents may
also be obtained for free from Weyerhaeuser by directing a request to Kathryn
McAuley at (253) 924-2058. Detailed information regarding the names,
affiliations and interests of individuals who may be deemed participants in the
solicitation of proxies of Willamette shareholders is available in the
preliminary proxy statement filed by Weyerhaeuser and CHI with the Commission on
Schedule 14A on December 21, 2000.