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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 42)
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 sent a letter to the board of directors
of Willamette. The text of a press release issued by Weyerhaeuser is filed as
Exhibit (a)(5)(MM) hereto.
On May 31, 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)(NN)
hereto.
ITEM 12. EXHIBITS.
(a)(5)(MM) Press release issued by Weyerhaeuser Company on May 30, 2001.
(a)(5)(NN) Newspaper advertisement initially published on May 31, 2001
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
--------------------------------
Name: Steven R. Rogel
Title: President
WEYERHAEUSER COMPANY,
by
/s/ STEVEN R. ROGEL
--------------------------------
Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: May 31, 2001
- 2 -
Exhibit Index
Exhibit Description
------- -----------
(a)(5)(MM) Press release issued by Weyerhaeuser Company
on May 30, 2001.
(a)(5)(NN) Newspaper advertisement initially published on
May 31, 2001 by Weyerhaeuser Company.
Exhibit (a)(5)(MM)
[Weyerhaeuser Company logo]
NEWS RELEASE
For Immediate Release
WEYERHAEUSER SENDS LETTER TO WILLAMETTE BOARD OF DIRECTORS
FEDERAL WAY, Wash., May 30, 2001 - Steven R. Rogel, chairman, president and
chief executive officer of Weyerhaeuser Company (NYSE: WY), today sent the
following letter to the Board of Directors of Willamette Industries, Inc. (NYSE:
WLL):
May 30, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: Board of Directors
Dear Gentlemen:
We feel compelled to bring to your attention mischaracterizations and
false statements made by Willamette in a May 28, 2001 letter to your
shareholders.
In the letter, Willamette continues to demonstrate what we believe is a
complete misunderstanding of the fiduciary duties of the directors of a
public corporation. In contrast, the Weyerhaeuser nominees understand
their fiduciary duties. If elected, they will encourage the board to
participate in a meaningful dialogue with Weyerhaeuser. That dialogue
would result in a transaction only if a majority of the Willamette board
believes it in the best interest of Willamette's shareholders.
The Weyerhaeuser nominees have no preconceptions about what the right
price for a negotiated sale of Willamette might be. Despite the fact that
the Willamette board appears to believe that Willamette is worth a higher
price than its shares have ever achieved in the market, they have never
disclosed at what price, if any, they would consider a sale transaction.
Consistent with this approach, on May 23, 2001, Willamette's financial
advisor told Weyerhaeuser's financial advisor that they were not
authorized to discuss value with Weyerhaeuser or its representatives. As
for Willamette's recent speculation about the company's value, we note
that Willamette's so-called "value-enhancing" initiatives were widely
known in the marketplace well before Weyerhaeuser commenced its offer.
Your representatives have recently begun to characterize these projects
as "investments" despite the fact that less than half of the capital cost
of these initiatives has been expended.
-more-
-2-
In light of Willamette's apparent sensitivity to fiduciary duty, we find
it incredible that you purport to know how much Weyerhaeuser is willing
to pay in a negotiated transaction, when -- despite our stated
willingness to pay more than $50 per share -- Willamette continues to
refuse to explore the Weyerhaeuser offer. Your position confirms our
belief that Willamette is simply unwilling to sell at any price.
Weyerhaeuser has consistently tried to focus on the issues that are
important to shareholders: shareholder value and board accountability.
Nevertheless, we feel compelled to correct the blatant fabrication in the
May 28th letter to shareholders. Willamette's allegation that
Weyerhaeuser told Willamette that the timing of Weyerhaeuser's bid was
motivated by its concern that Willamette's share price was going to
increase is false and outrageous. Given your SEC disclosure obligations
and the fact that your representatives have taken every opportunity to
twist Weyerhaeuser's statements to attempt to portray Weyerhaeuser in an
unfavorable light, it strains credulity to believe that Willamette would
have waited until yesterday to disclose this, were it true.
Finally, you accuse us of being disingenuous, but we remind you that two
well-respected, independent proxy advisory firms, after listening to the
positions of both sides, have recommended that Willamette shareholders
vote for the Weyerhaeuser nominees.
Sincerely,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
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 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.
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
Exhibit (a)(5)(NN)
TO ALL WILLAMETTE SHAREHOLDERS:
SETTING THE RECORD STRAIGHT
[Weyerhaeuser Company letterhead]
May 30, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: Board of Directors
Dear Gentlemen:
We feel compelled to bring to your attention mischaracterizations and
false statements made by Willamette in a May 28, 2001 letter to your
shareholders.
In the letter, Willamette continues to demonstrate what we believe is a
complete misunderstanding of the fiduciary duties of the directors of a
public corporation. In contrast, the Weyerhaeuser nominees understand
their fiduciary duties. If elected, they will encourage the board to
participate in a meaningful dialogue with Weyerhaeuser. That dialogue
would result in a transaction only if a majority of the Willamette board
believes it in the best interest of the Willamette shareholders.
The Weyerhaeuser nominees have no preconceptions about what the right
price for a negotiated sale of Willamette might be. Despite the fact that
the Willamette board appears to believe that Willamette is worth a higher
price than its shares have ever achieved in the market, they have never
disclosed at what price, if any, they would consider a sale transaction.
Consistent with this approach, on May 23, 2001, Willamette's financial
advisor told Weyerhaeuser's financial advisor that they were not
authorized to discuss value with Weyerhaeuser or its representatives. As
for Willamette's recent speculation about the company's value, we note
that Willamette's so-called "value-enhancing" initiatives were widely
known in the marketplace well before Weyerhaeuser commenced its offer.
Your representatives have recently begun to characterize these projects
as "investments" despite the fact that less than half of the capital cost
of these initiatives has been expended.
In light of Willamette's apparent sensitivity to fiduciary duty, we find
it incredible that you purport to know how much Weyerhaeuser is willing
to pay in a negotiated transaction, when -- despite our stated
willingness to pay more than $50 per share -- Willamette continues to
refuse to explore the Weyerhaeuser offer. Your position confirms our
belief that Willamette is simply unwilling to sell at any price.
Weyerhaeuser has consistently tried to focus on the issues that are
important to shareholders: shareholder value and board accountability.
Nevertheless, we feel compelled to correct the blatant fabrication in the
May 28th letter to shareholders. Willamette's allegation that
Weyerhaeuser told Willamette that the timing of Weyerhaeuser's bid was
motivated by its concern that Willamette's share price was going to
increase is false and outrageous. Given your SEC disclosure obligations
and the fact that your representatives have taken every opportunity to
twist Weyerhaeuser's statements to attempt to portray Weyerhaeuser in an
unfavorable light, it strains credulity to believe that Willamette would
have waited until yesterday to disclose this, were it true.
Finally, you accuse us of being disingenuous, but we remind you that two
well- respected, independent proxy advisory firms, after listening to the
positions of both sides, have recommended that Willamette shareholders
vote for the Weyerhaeuser nominees.
Sincerely,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
ASK YOURSELF: WHAT WOULD MY SHARES BE WORTH
IF WEYERHAEUSER WENT 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.
May 31, 2001