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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 30)
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 $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 8, 2001, Weyerhaeuser and the Purchaser published an
advertisement in the WALL STREET JOURNAL announcing the increase in the Offer
Price. The text of the advertisement is filed herewith as Exhibit (a)(1)(O).
ITEM 12. EXHIBITS.
(a)(1)(O) Newspaper advertisement published in the WALL STREET JOURNAL
on May 8, 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: May 8, 2001
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EXHIBIT INDEX
Exhibit No. Description
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(a)(1)(O) Newspaper advertisement published in the WALL
STREET JOURNAL on May 8, 2001.
Exhibit (a)(1)(O)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION
OF AN OFFER TO SELL SHARES OR RIGHTS. THE OFFER IS MADE SOLELY BY THE OFFER TO
PURCHASE DATED NOVEMBER 29, 2000 (THE "OFFER TO PURCHASE"), THE SUPPLEMENT
THERETO DATED MAY 7, 2001 (THE "SUPPLEMENT") AND THE RELATED REVISED LETTER OF
TRANSMITTAL AND IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF) HOLDERS OF SHARES OR RIGHTS IN ANY JURISDICTION IN WHICH THE MAKING
OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS
OF SUCH JURISDICTION. IN ANY JURISDICTION WHERE SECURITIES, BLUE SKY OR OTHER
LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER
SHALL BE DEEMED MADE ON BEHALF OF THE PURCHASER BY MORGAN STANLEY & CO.
INCORPORATED OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE
LAWS OF SUCH JURISDICTION.
COMPANY HOLDINGS, INC.,
A WHOLLY OWNED SUBSIDIARY OF
WEYERHAEUSER COMPANY,
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE RELATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WILLAMETTE INDUSTRIES, INC.
TO
$50.00 NET PER SHARE
Company Holdings, Inc., a Washington corporation (the "Purchaser") and
a wholly owned subsidiary of Weyerhaeuser Company, a Washington corporation
("Weyerhaeuser" or "Parent"), has increased the price of its offer to purchase
(1) all the outstanding shares ("Shares") of common stock, par value $0.50 per
share, of Willamette Industries, Inc. ("Willamette" or the "Company"), an Oregon
corporation, 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, par value $0.50 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 (as amended from time
to time, the "Rights Agreement"), to $50.00 per Share, net to the seller in
cash, without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, the Supplement and the related
revised Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer"). Unless the context otherwise
requires, all references to the Shares herein include the associated Rights, and
all references to the Rights include the benefits that may inure to the holders
of the Rights pursuant to the Rights Agreement. Unless the Rights are redeemed
prior to the Expiration Date (as defined herein), holders of Shares will be
required to tender one associated Right for each Share tendered in order to
effect a valid tender of such Share. Accordingly, shareholders who sell their
Rights separately from their Shares and do not otherwise acquire Rights may not
be able to satisfy the requirements of the Offer for the tender of Shares.
SHAREHOLDERS WHO HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER USING THE
PREVIOUSLY DISTRIBUTED (BLUE) LETTER OF TRANSMITTAL OR (YELLOW) NOTICE OF
GUARANTEED DELIVERY AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY
FURTHER ACTION IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $50.00 PER SHARE
IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE PURCHASER PURSUANT TO THE
OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE, IF SUCH
PROCEDURE WAS UTILIZED.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MAY 18, 2001, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER OF
SHARES THAT WOULD REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER OF
OUTSTANDING SHARES ON A FULLY DILUTED BASIS, (2) WILLAMETTE'S BOARD OF DIRECTORS
REDEEMING THE RIGHTS OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION,
THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER
AND THE PROPOSED MERGER (AS DEFINED HEREIN), (3) FULL VOTING RIGHTS FOR ALL
SHARES TO BE ACQUIRED BY THE PURCHASER PURSUANT TO THE OFFER HAVING BEEN
APPROVED BY THE SHAREHOLDERS OF WILLAMETTE PURSUANT TO THE OREGON CONTROL SHARE
ACT OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE
PROVISIONS OF SUCH STATUTE ARE INVALID OR OTHERWISE INAPPLICABLE TO THE OFFER
AND THE PROPOSED MERGER AND (4) THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT, AFTER CONSUMMATION OF THE OFFER, NEITHER THE OREGON BUSINESS
COMBINATION STATUTE NOR SIMILAR PROVISIONS IN ARTICLE VI OF WILLAMETTE'S
ARTICLES OF INCORPORATION WILL PROHIBIT FOR ANY PERIOD OF TIME, OR IMPOSE ANY
VOTING REQUIREMENTS IN EXCESS OF MAJORITY SHAREHOLDER APPROVAL WITH RESPECT TO,
THE PROPOSED MERGER OR ANY OTHER BUSINESS COMBINATION INVOLVING WILLAMETTE AND
THE PURCHASER OR ANY OTHER SUBSIDIARY OF WEYERHAEUSER.
Except as otherwise expressly set forth in the Supplement, all the
terms and conditions of the Offer previously set forth in the Offer to Purchase
remain applicable in all respects to the Offer, and the Supplement should be
read in conjunction with the Offer to Purchase.
The purpose of the Offer is for Weyerhaeuser to acquire control of,
and ultimately the entire equity interest in, Willamette. The Offer, as the
first step in the acquisition of Willamette, is intended to facilitate the
acquisition of all outstanding Shares. Weyerhaeuser currently intends, promptly
following consummation of the Offer, to seek to have Willamette consummate a
second-step merger or similar business combination with the Purchaser or another
direct or indirect wholly owned subsidiary of Weyerhaeuser (the "Proposed
Merger"), pursuant to which each then outstanding Share (other than Shares held
by the Purchaser or Weyerhaeuser) will be converted into the right to receive an
amount in cash equal to the highest price per share paid in the Offer.
WEYERHAEUSER AND THE PURCHASER HAVE DELIVERED A DRAFT MERGER AGREEMENT
TO WILLAMETTE AND ARE SEEKING TO NEGOTIATE WITH WILLAMETTE WITH RESPECT TO THE
COMBINATION OF WILLAMETTE WITH WEYERHAEUSER. THE PURCHASER RESERVES THE RIGHT TO
AMEND THE OFFER (INCLUDING AMENDING THE NUMBER OF SHARES TO BE PURCHASED, THE
OFFER PRICE AND THE PROPOSED MERGER CONSIDERATION) UPON ENTERING INTO THE MERGER
AGREEMENT WITH WILLAMETTE, OR TO NEGOTIATE A MERGER AGREEMENT WITH WILLAMETTE
NOT INVOLVING A TENDER OFFER.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered to the
Purchaser and not withdrawn as, if and when the Purchaser gives oral or written
notice to the Depositary of the Purchaser's acceptance for payment of such
Shares. Upon the terms and subject to the conditions of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary for the Offer, which will act as
agent for tendering shareholders for the purpose of receiving payment from the
Purchaser and transmitting payment to tendering shareholders. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of (a) certificates for such
Shares ("Share Certificates") and, if applicable, certificates representing
the related Rights ("Rights Certificates") or timely confirmation of
book-entry transfer of such Shares and, if applicable, Rights into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase) pursuant to the book-entry transfer procedures described in
Section 3 of the Offer to Purchase, (b) a Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase), and (c) any other documents
required by the Letter of Transmittal. Upon the deposit of funds with the
Depositary for the purpose of making payments to tendering shareholders, the
Purchaser's obligation to make such payment shall be satisfied and tendering
shareholders must thereafter look solely to the Depositary for payment of
amounts owed to them by reason of the acceptance for payment of Shares
pursuant to the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE
PURCHASE PRICE OF ANY SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. The Purchaser will
pay any stock transfer taxes incident to the transfer to it of validly
tendered Shares, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, as well as any charges of the Depositary and Information
Agent.
The term "Expiration Date" means 12:00 midnight, New York City time,
on Friday, May 18, 2001, unless and until the Purchaser, in its sole discretion,
shall have extended the period of time during which the Offer is open, in which
event the term "Expiration Date" shall mean the latest time and date at which
the Offer, as so extended by the Purchaser, will expire. Subject to the
applicable rules and regulations of the Securities and Exchange Commission, the
Purchaser reserves the right, in its sole discretion, at any time and from time
to time, and regardless of whether or not any of the events or facts set forth
in Section 14 of the Offer to Purchase or in Section 7 of the Supplement shall
have occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, any Shares, by
giving oral or written notice of such extension to the Depositary. Under no
circumstances will interest be paid on the purchase price for tendered Shares,
whether or not the Purchaser exercises its right to extend the Offer. Any such
extension will be followed by a public announcement thereof no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. The Purchaser has no intention of making available a
"subsequent offering period" (within the meaning of Rule 14d-11 under the
Securities Exchange Act of 1934, as amended), but has the right to do so under
Rule 14d-11.
If the Purchaser extends the Offer or if the Purchaser is delayed in
its acceptance for payment of or payment (whether before or after its acceptance
for payment of Shares) for Shares or it is unable to pay for Shares pursuant to
the Offer for any reason, then, without prejudice to the Purchaser's rights
under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser
and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares on
behalf of the Purchaser, and such Shares may not be withdrawn except to the
extent tendering shareholders are entitled to withdrawal rights as described in
Section 4 of the Offer to Purchase.
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if Share Certificates are submitted representing more Shares than are
tendered, certificates representing unpurchased or untendered Shares will be
returned, without expense to the tendering shareholder (or, in the case of
Shares delivered by book-entry transfer pursuant to the procedures set forth in
Section 3 of the Offer to Purchase, such Shares will be credited to an account
maintained within the Book-Entry Transfer Facility), as promptly as practicable
following the expiration, termination or withdrawal of the Offer. In the event
separate Rights Certificates are issued, similar action will be taken with
respect to unpurchased and untendered Rights.
Except as otherwise provided below, tenders of Shares and, if
applicable, Rights made pursuant to the Offer are irrevocable. Shares and Rights
tendered pursuant to the Offer may be withdrawn at any time on or prior to the
Expiration Date. A withdrawal of a Share will also constitute a withdrawal of
the related Right. Rights may not be withdrawn unless the related Shares are
also withdrawn.
To be effective, a notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase or the Supplement. Any such notice of withdrawal must specify the name
of the person who tendered the Shares or Rights to be withdrawn, the number of
Shares or Rights to be withdrawn and the name of the registered holder of the
Shares or Rights to be withdrawn, if different from the name of the person who
tendered the Shares or Rights. If Share Certificates or Rights Certificates
evidencing Shares or Rights to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted to
the Depositary and, unless such Shares and Rights have been tendered by an
Eligible Institution, the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares or Rights have been delivered
pursuant to the procedures for book-entry transfer as set forth in Section 3 of
the Offer to Purchase, any notice of withdrawal must also specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Shares or Rights and otherwise comply with the Book-Entry Transfer
Facility's procedures.
Withdrawals of Shares or Rights may not be rescinded. Any Shares or
Rights properly withdrawn will be deemed not validly tendered for purposes of
the Offer, but may be retendered at any subsequent time prior to the Expiration
Date by following any of the procedures described in the Offer to Purchase. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser in its sole discretion, which
determination will be final and binding.
The Supplement and the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares and furnished to
brokers, dealers, banks, trust companies and similar persons whose names, or the
names of whose nominees, appear on Willamette's shareholder lists, or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.
The receipt of cash in the Offer or the Proposed Merger in exchange
for Shares will be a taxable transaction for U.S. federal income tax purposes
and may also be a taxable transaction under applicable state, local or foreign
income or other tax laws. Shareholders should consult their tax advisors about
the particular effect the proposed transactions will have on their Shares.
The information required to be disclosed by Rule 14d-6(d)(1) under the
Exchange Act is contained in the Offer to Purchase and the Supplement and is
incorporated herein by reference.
THE OFFER TO PURCHASE, THE SUPPLEMENT AND THE LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD READ BEFORE MAKING ANY
DECISION WITH RESPECT TO THE OFFER.
Requests for copies of the Offer to Purchase, the Supplement, the
Letter of Transmittal and all other tender offer materials may be directed to
the Information Agent as set forth below, and copies will be furnished promptly
at the Purchaser's expense. No fees or commissions will be payable to brokers,
dealers or other persons (other than the Dealer Manager and the Information
Agent) for soliciting tenders of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[Innisfree M&A Incorporated Logo]
501 Madison Avenue, 20th Floor
New York, New York 10022
BANKS AND BROKERS CALL COLLECT: (212) 750-5833
ALL OTHERS PLEASE CALL TOLL-FREE: (877) 750-5838
THE DEALER MANAGER FOR THE OFFER IS:
[Morgan Stanley Logo]
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(212) 761-6945
May 8, 2001