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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 21)
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 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.
On February 28, 2001, Weyerhaeuser sent a letter to shareholders of
Willamette regarding the election of directors at Willamette's 2001 annual
meeting of shareholders. The text of a press release issued by Weyerhaeuser
on February 28, 2001, is filed herewith as Exhibit (a)(5)(Q).
Item 12. Exhibits.
(a)(5)(Q) Press release issued by Weyerhaeuser Company, dated
February 28, 2001.
- 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: February 28, 2001
- 2 -
Exhibit Index
Exhibit No. Description
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(a)(5)(Q) Press release issued by Weyerhaeuser Company, dated
February 28, 2001.
Exhibit (a)(5)(Q)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE SHAREHOLDERS
FEDERAL WAY, Wash., February 28, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it sent the following letter to shareholders of Willamette
Industries, Inc. (NYSE: WLL):
February 27, 2001
Dear Willamette Shareholder:
As you know, Weyerhaeuser, one of the world's leading forest
products companies, has made an offer to acquire all the outstanding
shares of Willamette Industries for $48.00 per share in cash. Our
offer represents a 38% premium over Willamette's closing share price
on November 10, 2000, the last trading day before our offer was
announced, and a premium of approximately 60% to the average share
price for the 60 days prior to November 10, 2000. Despite the fact
that, as of February 1, 2001, a majority of Willamette shares had
been tendered into our offer, the Willamette board of directors
refuses to negotiate a mutually beneficial transaction. In addition,
the Willamette board has delayed the date of Willamette's 2001
annual meeting of shareholders so that your voices in governing the
company cannot be heard. WE URGE YOU TO PROTECT THE VALUE OF YOUR
INVESTMENT IN WILLAMETTE BY SIGNING, DATING AND RETURNING THE
ENCLOSED GOLD PROXY CARD TO VOTE FOR THE ELECTION OF THE
WEYERHAEUSER NOMINEES TODAY.
OUR $48 PER SHARE CASH OFFER PROVIDES
SUPERIOR VALUE TODAY FOR WILLAMETTE SHAREHOLDERS
We believe our offer provides greater value than Willamette can
generate as a stand-alone company. Contrary to Willamette's
selective analysis of purportedly comparable transactions, our
premium is considerably higher than an average of prior transactions
in the forest products industry. In fact:
- our 38% premium exceeds the average premium for the 64 paper
industry company transactions that have occurred since 1990 (1)
- since we announced our offer, the S&P paper and forest products
index (2) (as opposed to Willamette's self-selected "relevant
composite of forest products company stocks") increased by
only 4.3% (3)
- while no one can accurately predict future stock prices, an
independent financial analyst has suggested that if
Weyerhaeuser's bid is withdrawn, "THE DOWNSIDE IN WILLAMETTE
STOCK IS SUBSTANTIAL (AT LEAST TO THE LOW $30S, AND POTENTIALLY
LOWER)" (4)
(1) November 2000 presentation by Salomon Smith Barney.
(2) Excluding Weyerhaeuser and Willamette.
(3) Calculated from November 10, 2000 to February 20, 2001, the
time period covered in Willamette's February 22, 2001 analysis.
(4) Mark W. Connelly, Credit Suisse First Boston Corporation, "WLL:
It's Not the tender--It's the Vote," January 31, 2001.
- more -
- 2 -
We are ready to deliver value to Willamette shareholders--in
cash--as soon as the Willamette board permits its shareholders to
accept our offer. WE HAVE ALSO MADE IT CLEAR AND REPEAT HERE AGAIN
THAT IF WILLAMETTE CAN DEMONSTRATE ADDITIONAL VALUE, WEYERHAEUSER
STANDS READY TO NEGOTIATE.
WILLAMETTE'S TACTICS ARE COSTING YOU MONEY
Willamette's board of directors would have you believe that it
"takes very seriously [its] fiduciary obligations". A review of the
board's actions, however, suggests that the board has priorities
other than the best interests of Willamette shareholders. Since the
date our offer was announced, the Willamette board has:
- refused to amend its "poison pill" rights plan or take other
steps that would permit you to accept our offer
- amended the company's by-laws to eliminate the company's
traditional April annual meeting date and permit the board to
schedule the meeting in its sole discretion
- failed to call the annual meeting and refused even to say when
it will be held
- enhanced the "golden parachute" severance arrangements with a
significant number of highly paid employees and established
such arrangements with virtually all the company's salaried
employees
- engaged in an active campaign of disinformation to foment
opposition to the proposed transaction among Willamette's
employees, customers and the communities in which the company
operates
While the board refuses to negotiate, the value of your shares
continues to decrease. Since the December 6, 2000 high following our
offer, the total market value of Willamette's shares has fallen by
approximately $459 million, or 8.3%.
ELECT DIRECTOR NOMINEES WHO WILL ACT IN YOUR BEST
INTERESTS
Weyerhaeuser's nominees are experienced business people with
extensive forest products experience. None of them is currently
employed by Weyerhaeuser. You should ignore Willamette's rhetoric
and focus on what this election is really about:
- electing directors who believe their duty is to act to maximize
the value of Willamette's shares
- electing directors who will best protect the value of your
investment in Willamette
- electing directors who believe that the shareholders--the
owners of Willamette--are entitled to decide whether or not to
accept the Weyerhaeuser offer
Although Willamette is attempting to distract you by questioning
the ability of the Weyerhaeuser nominees to represent you,
remember that three of the four Willamette directors up for
re-election were not directors of public companies at the time
they joined Willamette's board. TAKE CONTROL OF YOUR
INVESTMENT--VOTE FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES BY
SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TODAY.
- more -
- 3 -
Thank you for your support.
Very truly yours,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
WHETHER OR NOT YOU PLAN TO ATTEND THE 2001 ANNUAL MEETING, WE URGE YOU TO VOTE
FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES BY SIGNING, DATING AND RETURNING
THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE TODAY. REMEMBER, IF
YOU HOLD YOUR WILLAMETTE SHARES WITH A BROKERAGE FIRM OR BANK, ONLY THEY CAN
EXERCISE VOTING RIGHTS WITH RESPECT TO YOUR SHARES AND ONLY UPON RECEIPT OF
YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, IT IS CRITICAL THAT YOU PROMPTLY
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS TO VOTE
THE GOLD PROXY CARD FOR THE ELECTION OF THE WEYERHAEUSER NOMINEES. IF YOU ARE
A PARTICIPANT IN THE WILLAMETTE STOCK PURCHASE PLAN, YOU MUST CONTACT THE PLAN
TRUSTEE, WELLS FARGO BANK, TO VOTE YOUR SHARES. 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.
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.
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 $48.00 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 Friday, March 30, 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.
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