-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L9dSAIBaUa3e/Oy9S8hVEP6Dba1ob5oj7ClwN9ln1Dv6rxw5ETjybovR1d+GZGvV I4C4Im3n1XxM2O4CpV8xkg== 0000898822-99-000694.txt : 19991216 0000898822-99-000694.hdr.sgml : 19991216 ACCESSION NUMBER: 0000898822-99-000694 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEYERHAEUSER CO CENTRAL INDEX KEY: 0000106535 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 910470860 STATE OF INCORPORATION: WA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-10964 FILM NUMBER: 99775003 BUSINESS ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 BUSINESS PHONE: 2539242345 MAIL ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TJ INTERNATIONAL INC CENTRAL INDEX KEY: 0000099974 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 820250992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 200E MALLARD DRIVE CITY: BOISE STATE: ID ZIP: 83706 BUSINESS PHONE: 2083643300 MAIL ADDRESS: STREET 1: 200E MALLARD DRIVE CITY: BOISE STATE: ID ZIP: 83706 FORMER COMPANY: FORMER CONFORMED NAME: TRUS JOIST CORP DATE OF NAME CHANGE: 19880927 SC 14D9/A 1 AMENDMENT NO. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ Schedule 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------- TJ International, Inc. (Name of Subject Company) TJ International, Inc. (Name of Person Filing Statement) Common Stock, $1.00 Par Value (Including the Associated Preferred Share Purchase Rights) (Title of Class of Securities) ----------------- 872534102 (Common Stock) (CUSIP Number of Class of Securities) ------------------ Richard B. Drury Corporate Secretary TJ International, Inc. 200 East Mallard Drive Boise, Idaho 83706 (208) 364-3300 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person filing statement) ------------------ Copy to: David A. Katz, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 ================================================================================ This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on November 30, 1999 (the "Schedule 14D-9") by TJ International, Inc., a Delaware corporation (the "Company") relating to the tender offer by WTJ, Inc. (the "Purchaser"), which is a Delaware corporation and a wholly owned subsidiary of Weyerhaeuser Company, a Washington corporation ("Weyerhaeuser"), to purchase all of the Company's Common Stock, par value $1.00 per share ("Common Stock"), and the associated preferred share purchase rights issued pursuant to the Company's Rights Agreement, dated as of August 26, 1999, between the Company and First Chicago Trust Company of New York, as Rights Agent, as well as the Company's ESOP Convertible Preferred Stock, par value $1.00 per share (together with the Common Stock, the "Capital Stock"), at a price of $42 per share of Capital Stock, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 30, 1999, and in the related Letter of Transmittal (which, together with amendments or supplements hereto or thereto, collectively constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9. ITEM 3. IDENTITY AND BACKGROUND. Item 3 is amended and supplemented by the following: (b) On December 14, 1999, Weyerhaeuser, the Purchaser and the Company executed the First Amendment to the Merger Agreement. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 8 is amended and supplemented by the following: On December 8, 1999, Weyerhaeuser and the Purchaser submitted a pre-merger notification filing with the Federal Trade Commission and U.S. Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") in connection with the Offer and the merger of the Purchaser with and into the Company (the "Merger"). The Company submitted its filing on December 9, 1999. The applicable waiting period under the HSR Act will expire at 11:59 p.m., New York City time, on December 23, 1999, unless extended or earlier terminated in accordance with the HSR Act. On December 14, 1999, Weyerhaeuser and the Purchaser filed a notification with the Bundeskartellamt (the "Cartel Office") in Germany relating to the Offer and the Merger. Weyerhaeuser and the Purchaser do not expect that review by the Cartel Office will delay the consummation of the Offer. On December 14, 1999, Weyerhaeuser, the Purchaser and the Company made the filings under the Competition Act (Canada) (the "Canadian Act") applicable to the Offer and the Merger. The waiting period under the Canadian Act applicable to the Offer will expire on December 21, 1999, unless extended or earlier terminated in accordance with the Canadian Act. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is amended and supplemented by the following: The following Exhibit is filed herewith: EXHIBIT NO. DESCRIPTION - ----------- ----------- Exhibit 8 - First Amendment dated as of December 14, 1999, to the Agreement and Plan of Merger, dated as of November 23, 1999, among Weyerhaeuser Company, WTJ, Inc. and TJ International, Inc. -2- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. TJ INTERNATIONAL, INC. By: /S/ Thomas H. Denig ---------------------------- Thomas H. Denig President and Chief Executive Officer Dated: December 15, 1999 -3- EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- Exhibit 8 - First Amendment dated as of December 14, 1999, to the Agreement and Plan of Merger, dated as of November 23, 1999, among Weyerhaeuser Company, WTJ, Inc. and TJ International, Inc. EX-8 2 FIRST AMENDMENT TO MERGER AGREEMENT EXHIBIT 8 --------- FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT dated as of December 14, 1999, to the Agreement and Plan of Merger, dated as of November 23, 1999 (the "Merger Agreement"), among Weyerhaeuser Company, a Washington corporation ("Parent"), WTJ, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and TJ International, Inc., a Delaware corporation (the "Company"). WHEREAS Parent, Sub and the Company have entered into the Merger Agreement; NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: 1. The second sentence of Section 3.03(a) of the Merger Agreement is hereby amended so that it shall now read in its entirety: "At the close of business on November 17, 1999, (i) 18,351,054 shares of Company Common Stock were issued, of which 15,513,496 shares of Company Common Stock were issued and outstanding and 2,837,558 shares of Company Common Stock were held by the Company in its treasury, (ii) 1,097,719 shares of Company Authorized Preferred Stock were issued and outstanding, consisting entirely of shares of Company Preferred Stock, (iii) 1,097,719 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Preferred Stock, 1,671,436 shares of Company Common Stock were reserved for issuance pursuant to exercise of outstanding Company Employee Stock Options (as defined in Section 6.04(d)) and 550,564 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans (as defined in Section 6.04(d)), and (iv) 185,000 shares of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Junior Preferred Stock"), of the Company were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Rights Agreement dated as of August 26, 1999, between the Company and First Chicago Trust Company of New York, as Rights Agent (as amended from time to time, the "Company Rights Agreement")." 2. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. 3. This First Amendment to the Merger Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State. 4. This First Amendment to the Merger Agreement may be executed in any number of counterparts. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. 5. Except as expressly set forth herein, this First Amendment to the Merger Agreement shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Merger Agreement, all of which shall continue in full force and effect. IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the date first written above. WEYERHAEUSER COMPANY By:/S/ William C. Stivers ---------------------------- Name: William C. Stivers Title: Executive Vice President and Chief Financial Officer WTJ, INC. By:/S/ Robert A. Dowdy ---------------------------- Name: Robert A. Dowdy Title: Vice President TJ INTERNATIONAL, INC. By:/S/ Thomas H. Denig ----------------------------- Name: Thomas H. Denig Title: President and Chief Executive Officer -2- -----END PRIVACY-ENHANCED MESSAGE-----