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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 33)
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 May 11, 2001, Weyerhaeuser made publicly available a
presentation regarding the revised Offer and the Proposed Merger. A copy of
the presentation is filed as Exhibit (a)(5)(BB) hereto.
ITEM 12. EXHIBITS
(a)(5)(BB) Presentation of Weyerhaeuser Company dated May 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: May 11, 2001
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EXHIBIT INDEX
Exhibit No. Description
(a)(5)(BB) Presentation of Weyerhaeuser Company dated May 2001.
Exhibit (a)(5)(BB)
Weyerhaeuser Company
CREATING THE PREMIER
FOREST PRODUCTS
COMPANY
Steve Rogel
Chairman, President and CEO
Investor Presentation
May 2001
[Weyerhaeuser Company logo]
FORWARD LOOKING STATEMENTS
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These slides include "forward-looking statements" that express expectations of
future events or results. All statements based on future expectations rather
than on historical facts are forward-looking statements that involve a number
of risks and uncertainties, and Weyerhaeuser Company ("Weyerhaeuser") cannot
give assurance that such statements will prove to be correct. 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.
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[Weyerhaeuser Company logo]
THE LANDSCAPE OF THE FOREST PRODUCTS
INDUSTRY IS CHANGING VERY RAPIDLY
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More Global + More Focused = Fewer Players
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[Weyerhaeuser Company logo]
DRIVERS OF CONSOLIDATION
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o Forest products companies have not been attractive investments
o Consolidation and the changing channels to market have changed the
way business is conducted
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[Weyerhaeuser Company logo]
TOTAL SHAREHOLDER RETURN (1)
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1/1/97 to 8/1/00 1/1/97 to 5/9/01
------------------------------ ---------------- ----------------
S&P 500 94.1% 69.5%
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|Weyerhaeuser 13.5% 36.3% |
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Westvaco 10.8% 4.6%
Boise Cascade -3.0% 18.5%
Willamette -3.6% 52.2%/7.5%(2)
Mead -3.6% 4.4%
Potlatch -5.7% -2.8%
International Paper -8.9% 3.3%
Temple Inland -10.7% 5.7%
Georgia Pacific -15.9% 8.6%
Smurfit Stone Container -23.0% -11.6%
Louisiana Pacific -49.2% -30.8%
Notes:
1. Total return calculated assuming dividends reinvested
2. Willamette total return between 1/1/97 and 5/9/01 includes appreciation
due to Weyerhaeuser's acquisition proposal. The Willamette total return
between 1/1/97 and 11/10/00, the last trading day prior to the first
public announcement of the acquisition proposal, is 7.5%
3. Georgia Pacific total return calculated beginning on 12/17/97 to adjust
for the separation of The Timber Group
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[Weyerhaeuser Company logo]
MARKET CHANGE
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o New channels to market favor larger, more focused companies
o Big boxes
o Fewer suppliers
o Supply all geographies
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[Weyerhaeuser Company logo]
OUR GOAL
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o To be the best forest products company on a global basis
o Lead the industry in creating value for shareholders
o Achieve world-class safety performance
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[Weyerhaeuser Company logo]
HOW DO WE CREATE SHAREHOLDER VALUE?
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o Strengthen core businesses
o Improve capital effectiveness
o Drive manufacturing and support services efficiencies to higher
levels
o Grow through disciplined acquisitions
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[Weyerhaeuser Company logo]
WILLAMETTE TRANSACTION FITS
STRATEGIC ACQUISITION CRITERIA
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|X| Willamette is a unique fit with Weyerhaeuser core products portfolio
|X| Combined companies have better prospects vs. stand-alone basis
|X| Accelerates long-term earnings growth
|X| Cost savings and synergies expected
|X| Efficient and effective use of capital
|X| Complementary timberland holdings
|X| Complementary strengths and cultures
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[Weyerhaeuser Company logo]
WEYERHAEUSER HAS REPEATEDLY APPROACHED
WILLAMETTE . . .
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August 11, 1998 o Weyerhaeuser sends letter to Willamette Board
offering to merge in a stock for stock transaction
- 0.94 Weyerhaeuser shares per Willamette share
- Up-front premium of approximately 40% to the average
last twelve month exchange ratio
August 20, 1998 o Willamette Board rejects offer and refuses to
negotiate
August 2, 2000 o Weyerhaeuser Chairman, Steve Rogel, meets with
Willamette Chairman, William Swindells, in Portland,
Oregon and reaffirms interest in a potential
combination
August 28, 2000 o Weyerhaeuser proposes to combine with Willamette in a
part cash, part stock transaction
- $43.24 per share in cash for 50% of outstanding
Willamette shares; 0.94 Weyerhaeuser shares for the
remaining 50% of Willamette shares
- Up-front premium of approximately 41% over the 60 day
average share price
September 8, 2000 o Willamette Board rejects offer and refuses to
negotiate
November 6, 2000 o Weyerhaeuser proposes to acquire Willamette for $48
per share in cash
November 9, 2000 o Willamette Board fails to act on the proposal
November 13, 2000 o Weyerhaeuser PUBLICLY proposes to acquire Willamette
for $48 per share in cash; 60% premium over 60 day
average share price
February 1, 2001 o 51% of Willamette shares tendered; Willamette refuses
to rescind "poison pill" and other defensive measures
May 7, 2001 o Weyerhaeuser increases offer to $50 per share in
cash; 67% premium over 60 day average share price
May 9, 2001 o Willamette Board rejects offer and refuses to
negotiate
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[Weyerhaeuser Company logo]
CURRENT OFFER
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o $50 per share in cash
o 67% premium to 60-day average Willamette share price (1)
o Aggregate pro forma transaction value is $7.2 billion, including
$1.7 billion of assumed debt
o Combination expected to generate $300MM of annual pre-tax synergies
o Merger expected to be accretive to cash flow, earnings per share and
shareholder value
o Expect to retain investment grade credit rating
o Weyerhaeuser has received financing commitments necessary to
complete transaction
o Forwarded a draft merger agreement without typical "deal protection"
provisions
Note:
1. Prior to public release of acquisition proposal on November 10,
2000
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[Weyerhaeuser Company logo]
PREMIUM OFFER PROVIDES SUPERIOR VALUE FOR
WILLAMETTE SHAREHOLDERS
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o Offer represents substantial premium(1) to Willamette shareholders
o 1-day premium of 44%
o 60-day premium of 67%
o 90-day premium of 64%
o Premium is considerably higher than an average of prior transactions
in the forest products industry
o The 44% premium exceeds the average 31.8% premium for the 64
paper industry company transactions that have occurred since
1990 (2)
o Market experts agree . . .
Notes:
1. Prior to public release of acquisition proposal on November 10,
2000
2. Source: Salomon Smith Barney Financial Strategy Group
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[Weyerhaeuser Company logo]
MARKET EXPERT VIEWS ON VALUE (1)
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CHIP DILLON, SALOMON SMITH BARNEY, 5/7/01
"[W]e maintain that Weyerhaeuser ultimately would pay in the low-to-mid $50s."
MARK WILDE, DEUTSCHE BANK ALEX BROWN, 5/7/01
"If there's a deal, it looks like low/mid $50."
ANNA TORMA, MERRILL LYNCH, 12/15/00
"Although we expect that this acquisition will ultimately be accomplished,
Willamette's refusal to negotiate will likely delay any transaction. We
believe Weyerhaeuser may need to pay between $52-$54 a share to acquire
Willamette."
DON ROBERTS, CIBC WORLD MARKETS, 12/13/00
"In our opinion, the highest acceptable limit on any revised bid would be
$50.50/share."
STEVEN CHERCOVER, D.A. DAVIDSON, 12/13/00
"[W]e expect a transaction to occur in the low $50s range."
TERRY SCHUMACHER, FIRST SECURITY VAN KASPER, 11/17/00
"We still consider $52 per share to be a reasonable value for the company in
an acquisition. We note that the all-time record high for the stock was
$52 1/8 in mid-1999."
Note:
1. Permission to use quotations neither sought nor obtained
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[Weyerhaeuser Company logo]
Objective Industry Share Price Performance
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[Chart comparing share price performance of
Willamette's Self-selected Composite(1)
(equal weighted) to
S&P Paper and Forest Products Index(2)
(market capitalization weighted)]
Notes:
1. Willamette's self-selected composite includes Boise Cascade, Georgia
Pacific, International Paper, Smurfit Stone Container, Temple Inland,
Louisiana Pacific and Weyerhaeuser. Willamette has presented its
composite on an equal weighted basis
2. Calculation excludes Willamette and Weyerhaeuser performance due to their
involvement in the proposed transaction. The standard calculation for the
S&P Paper and Forest Products Index is market capitalization weighted.
The index includes Boise Cascade, Georgia Pacific, International Paper,
Mead, Potlach, Westvaco, Louisiana Pacific, Weyerhaeuser and Willamette
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[Weyerhaeuser Company logo]
SYNERGIES
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Synergies/ o $300MM of estimated synergies
Acquiree Revenues
(%) o Synergy estimate in-line with precedent transactions
14.0
12.2
12.0 11.2
10.0 10.1
8.9
8.0 8.1 8.0
7.3 7.2 7.2
----------------------------------------------------------------------------------------------------------------------- Average (3)
6.0 6.8 6.0 6.0 7.0%
5.3 5.0
4.0 4.7 4.3
3.6 3.1
2.0
0.0
James River/| Abitibi- |International| Georgia |International| Stora Enso |Weyerhaeuser/|Norske Skog/| Bowater/|
Fort Howard |Consolidated/| Paper/ | Pacific/ | Paper/ |Consolidated| MacMillan | Fletcher Avenor |
| Donohue |Champion |Fort James| Union Camp | Papers | Bloedel |Challenge | |
| | | | | | | Paper | |
Kimberly-Clark/ Donohue/ International Jefferson Weyerhaeuser Abitibi-Price/ Smurfit Enso/ Repola
Scott Paper Quno Paper/ Smurfit/ Willamette(2) Stone Stone/ Stora Kymmene
Federal Stone Consolidated St. Laurent
Paper Board Container Paperboard
Notes:
1. Announced pretax synergies
2. Assumed synergies of $300MM in relation to LTM sales prior to 11/10/2000
3. Excludes Weyerhaeuser/Willamette transaction
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[Weyerhaeuser Company logo]
SENIOR MANAGEMENT AND BOARD ENTRENCHMENT
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o Willamette Board and Management have never tried to inform
themselves on the Weyerhaeuser offer
o Refusal to engage in meaningful dialogue
o Willamette has never indicated how or when they will generate value
equal to Weyerhaeuser's premium offer
o Active and emotional entrenchment
o Change-in-control agreements
o Incitement of employees and local constituencies
o Despite the fact that Willamette shareholders have endorsed the
Weyerhaeuser proposal, the Willamette Board has continued to ignore
the wishes of its shareholders
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[Weyerhaeuser Company logo]
MARKET VIEWS ON WILLAMETTE SENIOR MANAGEMENT AND BOARD ENTRENCHMENT (1)
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MARK CONNELLY, CREDIT SUISSE FIRST BOSTON, 5/10/01
"The absence of a cogent, economically-based response to the Weyerhaeuser bid
is both troubling and disappointing. Willamette seems to be saying "we're
worth a lot more, but we can't think of a way to explain why in a manner that
you will understand". A counter-bid from management would make sense if the
value is there; we haven't seen one."
GUY WYSER-PRATTE, WYSER-PRATTE MANAGEMENT, INC., 3/16/01
"From all indications, it seems that the majority of the Willamette's
shareholders want to accept a premium offer for their shares, and want you and
your board to maximize shareholder value. I note that more than half of
Willamette's shares have been tendered into Weyerhaeuser's tender offer. Yet
Willamette has chosen to ignore the wishes of the majority and force its
shareholders into a proxy fight."
THE PORTLAND BUSINESS JOURNAL, 3/9/01
"Willamette's management team is acting like it has been living in the woods
the last century. Have any of its directors heard of shareholder rights? How
about fiduciary responsibility? Or just plain common sense? The directors seem
to be completely lacking in the latter... Willamette's Board has apparently
forgotten that when you go to the public for money, you become responsible to
the public for your actions... sometimes the financial interests of the
shareholders supercedes the job-security interests of the members of
Management and the Board."
MONEY MANAGER QUOTED IN BRAINSTORM NW MAGAZINE, MAY 2001
"What is unreasonable is that Willamette has not suggested a price. They make
light of how shareholders have been voting. After all, 51 percent of the stock
has at one point been offered - and of the remaining shares, 20 to 30 percent
of them are tied to people who are family insiders. So don't tell me people
don't support this bid - they do."
Note:
1. Permission to use quotations neither sought nor obtained
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[Weyerhaeuser Company logo]
PROXY VOTE IS ABOUT BOARD ACCOUNTABILITY
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o Vote is about electing directors who:
o Will listen to shareholders
o Believe their duty is to maximize shareholder value
o Weyerhaeuser nominees
o Experienced business people
o Committed to maximizing value for ALL Willamette shareholders
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[Weyerhaeuser Company logo]
WHY WE ARE ASKING FOR YOUR SUPPORT
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o Weyerhaeuser nominees are committed to implementing a value
maximizing process for all Willamette shareholders
o Independent financial analysts have indicated that absent
Weyerhaeuser's offer, the value of Willamette shares could fall
significantly
o "Downside risk could be as much as $33 per share if the deal
with Weyerhaeuser falls through" - Peter Ruschmeier, Lehman
Brothers, 4/16/01 (1)
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|o If the Weyerhaeuser nominees are not elected, Weyerhaeuser will |
| withdraw its offer |
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Note:
1. Permission to use quotations neither sought nor obtained
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[Weyerhaeuser Company logo]
IMPORTANT INFORMATION
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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 Friday, May 18, 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.
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[Weyerhaeuser Company logo]
[Weyerhaeuser Company logo]