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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 49)
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 2, 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)(YY) hereto.
Item 12. Exhibits.
(a)(5)(YY) Press release dated July 2, 2001, issued by Weyerhaeuser
Company.
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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: July 2, 2001
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Exhibit Index
Exhibit Description
(a)(5)(YY) Press release dated July 2, 2001,
issued by Weyerhaeuser Company.
Exhibit (a)(5)(YY)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER COMMENTS ON PRELIMINARY RESULTS
OF WILLAMETTE SHAREHOLDER VOTE
WEYERHAEUSER BELIEVES RESULTS PROVIDE CLEAR DIRECTION TO WILLAMETTE BOARD
FEDERAL WAY, Wash., July 2, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that the independent inspectors of election, Independent Voting
Services, have issued a preliminary tabulation of the voting results from
the 2001 annual meeting of shareholders of Willamette Industries, Inc.
(NYSE: WLL). According to the inspectors' report, 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 preliminary report shows that the Weyerhaeuser slate was elected with
the support of approximately 51 percent of the total shares voting for
either slate. Weyerhaeuser noted that the results are particularly
encouraging considering the significant number of shares held by members of
the Willamette founding families and other "insiders." Based on
Weyerhaeuser's analysis, the company believes that more than 75 percent of
the "unaffiliated" Willamette shares voting in the election were voted in
favor of the Weyerhaeuser nominees.
Steven R. Rogel, Weyerhaeuser chairman, president and chief executive
officer, said, "The outcome of this election provides clear direction 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.
"It is time for Weyerhaeuser and Willamette to sit down together and
accomplish the objectives of Willamette's shareholders - a prompt,
negotiated transaction with Weyerhaeuser to create the premier forest
products company headquartered in the Pacific Northwest," Rogel added.
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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