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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 29)
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)
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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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CALCULATION OF FILING FEE:
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$5,662,317,900 $1,132,464
* For purposes of calculating amount of filing fee only. Based on the offer to
purchase 113,246,358 shares of common stock, par value $0.50 per share, of
Willamette Industries, Inc., including the related preferred stock purchase
rights, at a purchase price of $50.00 per share net to the seller in cash,
without interest. Such number of shares represents the total of 109,535,146
shares issued and outstanding as of February 28, 2001 (as reported in
Willamette Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2000), and the 3,711,212 shares issuable on exercise of options
to purchase shares outstanding as of December 31, 2000 (as reported in
Willamette Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2000).
** The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the value of the transaction.
/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,079,872 Filing Party: Weyerhaeuser Company
Form or Registration No.: Schedule TO (005-14566) Date Filed: November 29, 2000
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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 (as amended and
supplemented, the "Offer to Purchase"), dated November 29, 2000 and the
Supplement to the Offer to Purchase, 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.
The information set forth in the Supplement is hereby incorporated by
reference in answer to Items 1 through 11 of this Schedule TO.
ITEM 12. EXHIBITS.
(a)(1)(I) Supplement to the Offer to Purchase, dated May 7, 2001.
(a)(1)(J) Revised Letter of Transmittal.
(a)(1)(K) Revised Notice of Guaranteed Delivery.
(a)(1)(L) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(1)(M) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and other
Nominees.
(a)(1)(N) Press release issued by Weyerhaeuser Company, dated May 7,
2001.
(a)(5)(X) Draft Agreement and Plan of Merger among Weyerhaeuser
Company, Company Holdings, Inc. and Willamette Industries,
Inc.
(a)(5)(Y) Draft Confidentiality Agreement between Weyerhaeuser Company
and Willamette Industries, Inc.
(a)(5)(Z) Letter to shareholders of Willamette Industries, Inc., dated
May 7, 2001.
(b)(2) Amended and Restated Commitment Letter, dated as of May 4,
2001, among Weyerhaeuser Company, Morgan Stanley Senior
Funding, Inc., J.P. Morgan Securities Inc., formerly known
as Chase Securities Inc., and The Chase Manhattan Bank.
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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 7, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------
(a)(1)(I) Supplement to the Offer to Purchase, dated May 7, 2001.
(a)(1)(J) Revised Letter of Transmittal.
(a)(1)(K) Revised Notice of Guaranteed Delivery.
(a)(1)(L) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(1)(M) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and other
Nominees.
(a)(1)(N) Press release issued by Weyerhaeuser Company, dated May 7,
2001.
(a)(5)(X) Draft Agreement and Plan of Merger among Weyerhaeuser
Company, Company Holdings, Inc. and Willamette Industries,
Inc.
(a)(5)(Y) Draft Confidentiality Agreement between Weyerhaeuser Company
and Willamette Industries, Inc.
(a)(5)(Z) Letter to shareholders of Willamette Industries, Inc., dated
May 7, 2001.
(b)(2) Amended and Restated Commitment Letter, dated as of May 4,
2001, among Weyerhaeuser Company, Morgan Stanley Senior
Funding, Inc., J.P. Morgan Securities Inc., formerly known
as Chase Securities Inc., and The Chase Manhattan Bank.
3