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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 61)
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 December 6, 2001, Weyerhaeuser sent a letter to Willamette
regarding the Offer and proposed business combination transaction. The text of
the letter is filed as Exhibit (a)(5)(III) hereto.
ITEM 12. EXHIBITS.
(a)(5)(III) Letter issued by Weyerhaeuser Company to Willamette
Industries, Inc., dated December 6, 2001.
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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: December 6, 2001
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Exhibit (a)(5)(III)
[Weyerhaeuser Company letterhead]
December 6, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: William Swindells, Chairman
Duane C. McDougall, President and Chief Executive Officer
Dear Messrs. Swindells and McDougall:
We have heard reports from a number of credible sources that Willamette is
actively considering a significant acquisition. We cannot independently verify
these reports. As you know, Weyerhaeuser has a fully financed offer for all
the outstanding common stock of Willamette, and we have repeatedly stated that
we are prepared to increase our offer to promptly consummate a mutually
beneficial transaction. Over the past year, we have met with many of your
shareholders, and we believe that they support the proposed combination of
Willamette and Weyerhaeuser.
We strongly encourage you not to enter into a transaction that would damage
your shareholders' value or otherwise preclude a combination with
Weyerhaeuser. If you do pursue such a transaction, be advised that
Weyerhaeuser will pursue all remedies available to prevent you from
disregarding or otherwise disenfranchising your shareholders, the owners of
Willamette.
We are ready to enter into discussions today. If you prevent a transaction
with Weyerhaeuser without exploring our willingness to pay more, you will have
failed to act in the best interests of your shareholders.
Sincerely yours,
/s/ Steve Rogel
Steven R. Rogel
Chairman, President and Chief
Executive Officer
cc: Board of Directors, Willamette Industries, Inc.