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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 55)
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 October 12, 2001, Weyerhaeuser sent a letter to William
Swindells, chairman, and Duane McDougall, president and chief executive
officer, of Willamette. The text of a press release issued by Weyerhaeuser on
October 12, 2001 containing the text of the letter is filed as Exhibit
(a)(5)(EEE) hereto.
ITEM 12. EXHIBITS.
(a)(5)(EEE) Press release dated October 12, 2001, issued by Weyerhaeuser
Company.
- 1 -
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: October 12, 2001
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Exhibit Index
Exhibit Description
------- -----------
(a)(5)(EEE) Press release dated October 12, 2001, issued by
Weyerhaeuser Company.
Exhibit (a)(5)(EEE)
NEWS RELEASE [Weyerhaeuser Company logo]
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE
REGARDING POTENTIAL SYNERGIES
FEDERAL WAY, Wash., October 12, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it sent a letter to William Swindells, chairman, and Duane
McDougall, president and chief executive officer, of Willamette Industries,
Inc. (NYSE: WLL), regarding potential synergies achievable in a combination of
Willamette and Weyerhaeuser.
Commenting on the letter, Steven R. Rogel, chairman, president and chief
executive officer of Weyerhaeuser, stated: "Weyerhaeuser remains committed to
a business combination with Willamette and is ready to begin meaningful
negotiations immediately. We believe Willamette shareholders support
negotiations regarding the proposed business combination. We strongly
discourage Willamette from taking any actions that may impede or delay such
negotiations or otherwise impair Willamette shareholder value."
The text of Mr. Rogel's letter is set forth below:
October 12, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: William Swindells, Chairman
Duane C. McDougall, President and Chief Executive Officer
Dear Messrs. Swindells and McDougall:
I am writing to make sure that you, your Board of Directors
and your shareholders understand Weyerhaeuser's views as to the
synergies that could be attained through the combination of
Willamette Industries and Weyerhaeuser. In your letter of October 11,
2001, you refer to synergy and value enhancement estimates prepared
in September 1998. As set forth below, these rough estimates for
discussion purposes at that time are simply not relevant to a
combination of our companies today.
-more-
-2-
o The synergy figures to which you refer were derived from
an internal working draft prepared over three years ago.
This draft was meant to serve as the starting point for
discussions in 1998 between our two companies about the
synergies that we might attain following a combination. Let
me remind you that you refused to engage in any meaningful
discussions with us in 1998, just as you have refused to do
so since then.
o A significant portion of the potential benefits was based
on process improvements and capital-deployment efficiencies
that Weyerhaeuser has since implemented.
o Furthermore, since 1998, Weyerhaeuser has completed three
significant acquisitions: the Dryden mills, MacMillan Bloedel
and Trus Joist International. These acquisitions have allowed
us to further focus and streamline our business, resulting in
significant cost savings.
In short, Weyerhaeuser has not stood still since 1998. Through the
efforts of our dedicated employees, we have made significant progress
in capturing many of the opportunities to improve our business we saw
three years ago. Accordingly, many of the potential benefits outlined
in the 1998 estimates have either been achieved or are no longer
relevant to our business. Many things have changed since 1998, and I
would not want reliance on old estimates to prevent our companies
from completing a mutually beneficial transaction.
As we have previously stated, Weyerhaeuser's best estimate, based on
publicly available information, of the synergies that could be
realistically achieved is $300 million, and our $50 per share cash
offer incorporates that estimate. You have never disclosed any
information about Willamette that would allow us to identify
potential synergies in excess of this amount. We are prepared to meet
with you at any time to discuss any information that you have
regarding synergies achievable in the context of a business
combination today.
Sincerely yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
cc: Board of Directors, Willamette Industries, Inc.
-more-
-3-
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 Wednesday, October 17, 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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