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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 41)
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 30, 2001, Weyerhaeuser commenced publication of a newspaper
advertisement regarding the Offer and Willamette's 2001 annual meeting of
shareholders. The text of the advertisement is filed as Exhibit (a)(5)(LL)
hereto.
ITEM 12. EXHIBITS.
(a)(5)(LL) Newspaper advertisement initially published on May 30, 2001
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: May 30, 2001
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Exhibit Index
Exhibit Description
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(a)(5)(LL) Newspaper advertisement initially published on
May 30, 2001 by Weyerhaeuser Company.
Exhibit (a)(5)(LL)
TO ALL WILLAMETTE SHAREHOLDERS:
WILLAMETTE IS "NOT FOR SALE"
HOW MUCH WILL WILLAMETTE'S DECISION COST YOU?
Since Weyerhaeuser's first offer for Willamette in August 1998, the board
and management of Willamette have been unwilling to negotiate a transaction
that would provide a premium to Willamette shareholders. Although
Weyerhaeuser is willing to increase its offer above its current price, we
believe that the Willamette directors have made it crystal clear that the
company they have been entrusted to manage for you is not for sale at any
price.
WE BELIEVE WILLAMETTE'S EXISTING DIRECTORS HAVE
NO INTENTION TO SELL AT ANY PRICE
While the Willamette board claims that it takes its fiduciary duty very
seriously, we believe the facts speak for themselves--"Willamette is not
for sale."
"Well, let me put something straight "[I]f you're not for sale, it's not a "We've made it abundantly clear that
from the very beginning. Willamette's matter for negotiation." we are not for sale...."
not for sale." THE BUSINESS JOURNAL OF PORTLAND, 3.23.01, WILLAMETTE PRESS RELEASE, 12.26.00
CNNfn, 5.18.01, Duane McDougall, McDougall
president and CEO of Willamette
"Well let me reemphasize something
"Willamette has consistently said that "Why would you negotiate for Amanda. We're not for sale, so we're
we are not for sale." something you don't intend to sell?" not talking about price."
CNBC, 5.18.01, McDougall THE BUSINESS JOURNAL OF PORTLAND, 3.9.01, CNNfn, 12.15.00, McDougall
Cathy Dunn, vice president
"Well, once again, let me reemphasize, corporate communications of Willamette The board's "position remains clear
we are not trying to sell the and unanimous--Willamette is not
company." "Our board has said Willamette is not for sale."
CNBC, 5.18.01, McDougall for sale." THE WALL STREET JOURNAL*, 12.13.00,
THE SEATTLE POST-INTELLIGENCER, 2.2.01, McDougall
"We're not a willing seller...." McDougall
CNBC, 4.24.01, McDougall "Willamette is not for sale."
"As we've said all along, we are not THE NEWS TRIBUNE, 11.30.00,
"We aren't for sale and have not for sale." McDougall
gone out looking for other THE OREGONIAN, 1.6.01, McDougall
bidders." "...Willamette is not for sale...."
OFFICIAL BOARD MARKETS, 3.31.01 "Weyerhaeuser's announcement and THE WALL STREET JOURNAL*, 11.29.00,
McDougall extension of their hostile offer does Willamette spokesman on behalf of
not change anything. As we've said all the board of directors
along, we are not for sale."
WILLAMETTE PRESS RELEASE, 1.5.01, "This is not an auction or bidding
McDougall process. The company is not for
sale."**
REUTERS, 11.15.00, McDougall
ASK YOURSELF: WHAT WOULD MY SHARES BE WORTH
IF WEYERHAEUSER WENT AWAY?
We believe that by failing to pursue Weyerhaeuser's all-cash premium offer,
Willamette is jeopardizing the value of your investment. Even Willamette's
CEO expects "dislocation" in the price of your shares if Weyerhaeuser goes
away.
VOTE GOLD NOW TO TAKE CONTROL OF YOUR INVESTMENT
We believe that you deserve a board of directors that will act to protect
your interests. You can make your voice heard in a manner that cannot be
ignored by your board of directors by electing the Weyerhaeuser nominees at
Willamette's June 7th Annual Meeting. 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 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.
[Weyerhaeuser Company logo]
To support the Weyerhaeuser nominees, ignore the green proxy card.
You must use the GOLD card to vote for the Weyerhaeuser nominees.
If you have any questions or require any assistance in executing or
delivering your proxy, please call our proxy solicitor,
INNISFREE M&A INCORPORATED, at 1-877-750-5838 (toll-free).
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 Thursday, June 7, 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.
* THE WALL STREET JOURNAL IS A TRADEMARK OF DOW JONES L.P.
**PERMISSION TO USE QUOTATIONS NEITHER SOUGHT NOR OBTAINED May 30, 2001