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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 34)
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 16, 2001, Weyerhaeuser sent a letter to Willamette
shareholders regarding the election of directors at Willamette's 2001 annual
meeting of shareholders. The text of a press release issued by Weyerhaeuser on
May 16, 2001, is filed as Exhibit (a)(5)(CC) hereto.
Item 12. Exhibits.
(a)(5)(CC) Press release issued by Weyerhaeuser Company on May 16,
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
----------------------------
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by /s/ STEVEN R. ROGEL
----------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: May 16, 2001
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Exhibit Index
Exhibit Description
(a)(5)(CC) Press release issued by Weyerhaeuser Company
on May 16, 2001.
Exhibit (a)(5)(CC)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE SHAREHOLDERS
FEDERAL WAY, Wash., May 16, 2001 - Weyerhaeuser Company (NYSE: WY) today
sent the following letter to shareholders of Willamette Industries, Inc.
(NYSE: WLL):
May 16, 2001
Dear Willamette Shareholder:
With the June 7th Annual Meeting of Willamette shareholders fast
approaching, we believe Willamette's board and management are engaged in
a desperate effort to convince you that their repeated rejections of our
premium offers were based on value. You should know that they have
refused to discuss with us the details of these offers or our willingness
to pay an increased price. We think that Willamette's board and
management have made it crystal clear that the company they have been
entrusted to manage for you is simply not for sale, at any price.
We believe Willamette's board is jeopardizing the value of your
investment by failing to negotiate a mutually beneficial transaction with
Weyerhaeuser. WE ARE SEEKING YOUR SUPPORT FOR THE ELECTION OF OUR THREE
NOMINEES TO WILLAMETTE'S BOARD AT THE LONG-DELAYED ANNUAL MEETING. THESE
NOMINEES ARE COMMITTED TO MAXIMIZING VALUE FOR SHAREHOLDERS NOW. IF THE
WEYERHAEUSER NOMINEES ARE NOT ELECTED, WE WILL BE FORCED TO WITHDRAW OUR
OFFER. PLEASE SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY CARD VOTING
FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES.
WILLAMETTE IS USING AN ARTIFICIAL "INDUSTRY COMPOSITE"
TO INFLATE ITS STAND-ALONE VALUE
Recently, Willamette has been using fuzzy math to speculate on the
trading level of its share price in the absence of the Weyerhaeuser
offer. We believe Willamette's "Industry Composite" and "comparable"
transactions analysis are fundamentally flawed. Willamette has created
its very own "Industry Composite" to support its self-serving speculation
about where Willamette might trade today if the Weyerhaeuser offer did
not exist. Take a hard look at Willamette's "Industry Composite." We
believe it is just NOT credible:
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o Willamette's self-selected "Industry Composite" consists of seven
forest products companies. Despite the fact that these companies
range widely in size and market capitalization, Willamette gives
each of the companies EQUAL WEIGHTING in its analysis.
o The standard investment community practice is to analyze peer group
performance on a MARKET CAPITALIZATION WEIGHTED basis. For example,
the S&P 500 index and the S&P Paper & Forest Products index, the
recognized share performance benchmark for our industry, are
calculated on a MARKET-WEIGHTED basis. In addition, Securities and
Exchange Commission rules require the use of MARKET WEIGHTING for
the disclosure of peer group performance.
o Willamette itself has followed the standard practice by using the
MARKET-WEIGHTED S&P Paper & Forest Products index to measure its
comparative performance in its last five proxy statements and its
investor presentations as recently as February 2001. We believe
Willamette has changed to the EQUAL-WEIGHTING methodology in an
attempt to justify its recent speculative valuation statements made
in the context of our offer.
o Willamette excludes itself but includes Weyerhaeuser in its
"Industry Composite." Given Weyerhaeuser's proposed acquisition of
Willamette, standard investment community practice would be to
exclude both companies in calculating peer group performance.
We believe Willamette's self-selected "Industry Composite" significantly
overstates where Willamette's stock might trade absent the Weyerhaeuser
offer. Since November 10th, the last trading day prior to the public
announcement of our proposal, the S&P Paper & Forest Products index
(excluding Weyerhaeuser and Willamette), HAS RISEN BY ONLY 8.6 PERCENT.
That day, Willamette's closing stock price was $34.75.
THEN AND NOW, WE BELIEVE OUR OFFER
REPRESENTS A COMPELLING VALUATION
[Chart showing significant gap between the 44% offer premium and the 8.6%
increase in the S&P Paper & Forest Products index and the 8.8% decrease in the
S&P 500 index from November 10, 2000 through May 11, 2001. The chart will be
available on Weyerhaeuser's website at www.weyerhaeuser.com, or, for a fax
copy, please call Jeremy Zweig at Joele Frank, Wilkinson Brimmer Katcher
(212-355-4449 ext. 124).]
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ASK YOURSELF: "WHAT WOULD MY
SHARES BE WORTH IF WEYERHAEUSER WENT AWAY?"
We think that Willamette is manipulating the data solely to justify its
long-standing decision not to permit a sale of the company. We believe
that by failing to pursue Weyerhaeuser's all-cash premium offer,
Willamette is jeopardizing the value of your investment. While no one can
predict what Willamette's share price would be absent the Weyerhaeuser
offer, the S&P 500 index has fallen 8.8 percent since November 10th, and
independent financial experts recognize that if Weyerhaeuser goes away,
Willamette could trade at significantly lower levels:
"DOWNSIDE RISK COULD BE AS MUCH AS [A] $33 PER SHARE [PRICE] IF THE
DEAL WITH [WEYERHAEUSER] FALLS THROUGH."
First Call, Lehman Brothers: Peter Ruschmeier, April 16, 2001*
Remember, despite the significant and immediate value shareholders would
receive in a negotiated transaction, WILLAMETTE MANAGEMENT HAS NEVER
EXPLAINED HOW OR WHEN IT WOULD DELIVER EQUIVALENT VALUE ON A STAND-ALONE
BASIS.
"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.'"
First Call, Credit Suisse First Boston: Mark Connelly, May 9, 2001*
WE BELIEVE WILLAMETTE'S "COMPARABLE"
TRANSACTIONS ANALYSIS IS ALSO FUNDAMENTALLY FLAWED
In another attempt to justify its actions, Willamette cherry-picks its
data regarding premiums paid in "comparable" transactions:
o There have been 64 industry transactions since 1990.[1] Willamette's
self-selected list of transactions consists of merely three --
International Paper/Union Camp, International Paper/Champion
International and Stora Enso/Consolidated Papers.
o According to independent financial analysis, the average one-day
premium paid in those 64 paper industry transactions was 32
percent.[1] Weyerhaeuser's 44 percent premium exceeds that average.
o We believe Willamette is using the Stora Enso/Consolidated Papers
transaction to significantly inflate Willamette's purported
"average" premium figure.
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[1] Source: Salomon Smith Barney Financial Strategy Group.
* Permission was neither obtained nor sought for the use of these quotations.
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o Weyerhaeuser's 44 percent one-day premium is squarely in line with
the other two transactions Willamette believes are comparable.
o Willamette also conveniently ignores the fact that our $50 per share
offer would provide you with a substantial premium of approximately
67 percent to Willamette's average share price for the 60 days prior
to the announcement.[2]
COMPARABLE TRANSACTIONS ANALYSIS
TRANSACTION 1-DAY PREMIUM 60-DAY PREMIUM
Salomon Smith Barney Industry Analysis 32% NA
(Based on 64 transcations)
WEYERHAEUSER/WILLAMETTE INDUSTRIES 44% 67%
International Paper/Union Camp 45% 61%
International Paper/Champion International 46% 45%
Stora Enso/Consolidated Papers 69% 53%
TAKE CONTROL OF YOUR INVESTMENT
VOTE THE GOLD PROXY CARD TODAY
For more than two years Willamette has repeatedly rebuffed Weyerhaeuser's
attempts to have a meaningful dialogue concerning a transaction. Instead,
they have hidden behind their poison pill and recited the mantra "we are
not for sale."
Despite the fact that Weyerhaeuser's $50 per share offer would provide
you with a significant premium for your shares NOW, Willamette refuses to
sit down and negotiate a transaction or even take the time to explore
ways to increase the value of a combination to Willamette shareholders.
AS WE HAVE REPEATEDLY STATED, IF WILLAMETTE CAN DEMONSTRATE ADDITIONAL
VALUE WEYERHAEUSER IS READY TO NEGOTIATE.
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[2] The one-day premium is artificially reduced by the unexplained increase
in Willamette's share price (both in absolute terms and relative to the
peer group) that occurred between the delivery of our confidential
proposal on August 28, 2000 and the public announcement of our proposal
on November 13, 2000.
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IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED,
WE WILL BE FORCED TO WITHDRAW OUR OFFER
Weyerhaeuser remains committed to the proposed transaction. If our slate
is elected at the June 7th meeting and Willamette continues to refuse to
negotiate, Weyerhaeuser intends to nominate a slate of directors for
election at Willamette's 2002 Annual Meeting. HOWEVER, IF THE
WEYERHAEUSER NOMINEES ARE NOT ELECTED ON JUNE 7TH, WE WILL BE FORCED TO
WITHDRAW OUR OFFER, SINCE IT WILL TAKE AT LEAST TWO MORE YEARS, UNTIL THE
2003 ANNUAL MEETING, TO EFFECT A TRANSACTION NOT APPROVED BY THE CURRENT
WILLAMETTE BOARD.
SEND A MESSAGE TO THE WILLAMETTE BOARD
DON'T DELAY -- VOTE GOLD TODAY
You deserve a board of directors that will act in your best interests. We
are seeking your support for the election of our three nominees to
Willamette's board at the Willamette Annual Meeting. Please sign, date
and return the enclosed GOLD proxy card today voting FOR the election of
the Weyerhaeuser nominees.
Very truly yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
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Whether or not you plan to attend the 2001 Annual Meeting, we urge you to
vote FOR the election of the Weyerhaeuser nominees by signing, dating and
returning the enclosed GOLD proxy card in the postage-paid envelope
TODAY.
"STREET-NAME" HOLDERS
Remember, if you hold your Willamette shares with a brokerage firm or
bank, only they can exercise voting rights with respect to your shares
and only upon receipt of your specific instructions. Accordingly, it is
critical that you promptly contact the person responsible for your
account and give instructions to vote the GOLD proxy card FOR the
election of the Weyerhaeuser nominees.
WILLAMETTE EMPLOYEES
If you are a participant in the Willamette Industries Stock Purchase Plan
(THE 401K PLAN), only the Plan Trustee, Wells Fargo Bank, N.A., can vote
your shares. You may direct the Plan Trustee how to vote your shares by
signing, dating and returning the GOLD instruction form provided by the
Plan Trustee. Completed instructions must be received by the Plan Trustee
at the address set forth in the GOLD instruction form no later than the
close of business on May 25, 2001 for your vote to be counted. If you
need a new GOLD instruction form or have any questions about how to
instruct the Plan Trustee or whether your voting instructions have been
received, please contact the Willamette Industries Stock Purchase Plan
Information Agent, D.F. King & Co., Inc., at 1-800-207-3155 (toll-free).
REMEMBER, YOUR INSTRUCTIONS TO THE PLAN TRUSTEE ARE COMPLETELY
CONFIDENTIAL.
If you have any questions or require any assistance in executing or
delivering your proxy or voting instructions, please call our proxy
solicitor, Innisfree M&A Incorporated, at 1-877-750-5838 (toll-free).
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 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.
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
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