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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 24)
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 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 in0
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 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
On March 23, 2001, Weyerhaeuser and the Purchaser filed a supplement to
the Definitive 2001 Annual Meeting Proxy Statement (the "Proxy Statement
Supplement") with the Commission in connection with the solicitation of
proxies from the shareholders of Willamette with respect to Willamette's 2001
annual meeting of shareholders. The Proxy Statement Supplement is filed
herewith as Exhibit (a)(5)(T).
ITEM 12. EXHIBITS.
(a)(5)(T) Proxy Statement Supplement to the Definitive Proxy Statement in
respect of Willamette Industries, Inc. filed by Weyerhaeuser Company
and Company Holdings, Inc. on March 23, 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: March 26, 2001
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5)(T) Proxy Statement Supplement to the Definitive Proxy
Statement in respect of Willamette Industries, Inc. filed
by Weyerhaeuser Company and Company Holdings, Inc. on
March 23, 2001 (incorporated by reference to the Proxy
Statement Supplement to the Definitive Proxy Statement in
respect of Willamette Industries, Inc. filed by
Weyerhaeuser Company and Company Holdings, Inc. on
March 23, 2001).