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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 28)
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 Mellon Investor Services LLC (f/k/a
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 in 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 11. Additional Information.
In response to a request from a reporter, Weyerhaeuser provided a
written statement regarding the Offer and the proposed transaction for
publication in the PORTLAND (OREGON) TRIBUNE. The text of the statement is
filed herewith as Exhibit (a)(5)(W).
Item 12. Exhibits.
(a)(5)(W) Statement provided to the PORTLAND (OREGON) TRIBUNE for publication in
an article dated May 1, 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 1, 2001
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Exhibit Index
Exhibit No. Description
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(a)(5)(W) Statement provided to the PORTLAND (OREGON) TRIBUNE for
publication in an article dated May 1, 2001.
Exhibit (a)(5)(W)
We're confident the transaction will provide compelling benefits to Willamette
shareholders, Oregon and the entire region. Based in the Northwest, the
combined company would be a global leader committed to safety, community
involvement, and operating to the highest ethical and environmental standards.