-----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, JtRQ9TCY3H1SAa2vdpA38mCP+ppptt+jkdca/tkgjO3D32A29Tlo4z+FFJNmP5LV wQJDOQxunXsG1MsfEUISqw== 0000912057-02-003030.txt : 20020414 0000912057-02-003030.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-003030 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020129 GROUP MEMBERS: COMPANY HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLAMETTE INDUSTRIES INC CENTRAL INDEX KEY: 0000107189 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 930312940 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14566 FILM NUMBER: 02519697 BUSINESS ADDRESS: STREET 1: 1300 SE FIFTH AVE SUITE 3800 STREET 2: P O BOX 22187 CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032275581 MAIL ADDRESS: STREET 1: 3800 FIRST INTERSTATE TOWER STREET 2: 1300 SW FIFTH AVENUE CITY: PORTLAND STATE: OR ZIP: 97201 FILED BY: 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 TO-T/A 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 SC TO-T/A 1 a2068808zscto-ta.txt SC TO-T/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (AMENDMENT NO. 69) 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 ------------------------ CALCULATION OF FILING FEE:
TRANSACTION VALUATION* AMOUNT OF FILING FEE** $6,335,782,542 $582,892
* For purposes of calculating amount of filing fee only. Based on the offer to purchase 114,158,244 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 $55.50 per share net to the seller in cash, without interest. Such number of shares represents the total of 110,171,443 shares issued and outstanding and 3,986,801 shares issuable on exercise of options to purchase shares outstanding, in each case, as of January 23, 2002 (based on information provided by Willamette Industries, Inc.) ** The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, by dividing the aggregate offering amount of $6,335,782,542 by one million and then by multiplying the resulting amount by $92. Filing fees of $1,249,501 were previously paid by the filing persons. Accordingly, no additional fee is payable in connection with this filing. /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. Among Previously Paid $1,249,501 Filing Party: Weyerhaeuser Company Form or Registration No.: Schedule TO Dates Filed: November 29, 2000, (005-14566) May 7, 2001 and December 13, 2001
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 $55.50 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 "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 4. TERMS OF THE TRANSACTION In connection with the execution of an Agreement and Plan of Merger, dated as of January 28, 2002, among Weyerhaeuser, the Purchaser and Willamette, the price per Share to be paid pursuant to the Offer has been increased from $55.00 per Share (including the related Right) to $55.50 per Share (including the related Right), net to the seller in cash, without interest. All shareholders whose Shares are validly tendered and not withdrawn and accepted for payment pursuant to the Offer (including Shares tendered prior to the date of this Statement) will receive the increased price. Weyerhaeuser has also revised the Expiration Date of the Offer so that the Offer will now expire at midnight, New York City time, on Friday, February 8, 2002. The text of a press release issued by Weyerhaueser and Willamette announcing the execution of the Agreement and Plan of Merger, the increased Offer Price and revised Expiration Date is filed as exhibit (a) (5) (PPP). Except as expressly set forth in this Statement, all the terms and conditions set forth in the Offer to Purchase, the Supplement and the Schedule TO remain applicable in all respects to the Offer. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As a result of the increase in the Offer Price, Weyerhaeuser estimates that the total amount of funds now required to acquire the outstanding Shares and to pay related fees and expenses will be approximately $6.5 billion. ITEM 12. EXHIBITS. (a) (5) (PPP) Press release issued by Weyerhaeuser Company and Willamette Industries, Inc., dated January 28, 2002. 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: January 28, 2002 2 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - --------------------- ----------- (a) (5) (PPP) Press release issued by Weyerhaeuser Company and Willamette Industries, Inc., dated January 28, 2002.
3 EX-99.(A)(5)(PPP) 3 a2068808zex-99_a5ppp.txt EXHIBIT (A)(5)(PPP) [LOGO] [LOGO]
NEWS RELEASE FOR IMMEDIATE RELEASE WEYERHAEUSER COMPANY AND WILLAMETTE INDUSTRIES SIGN DEFINITIVE MERGER AGREEMENT COMBINATION CREATES $19 BILLION FOREST PRODUCTS LEADER FEDERAL WAY, Wash. and PORTLAND, Ore., January 28, 2002--Weyerhaeuser Company (NYSE: WY) and Willamette Industries, Inc. (NYSE: WLL) today announced that the two companies have entered into a definitive merger agreement under which Weyerhaeuser will acquire all of the outstanding shares of Willamette for $55.50 per share in cash, giving the transaction a total equity value of approximately $6.2 billion. Weyerhaeuser will also assume approximately $1.7 billion of Willamette debt. Under the terms of the agreement, Weyerhaeuser's wholly owned subsidiary, Company Holdings, Inc., has increased the price of its tender offer to purchase all outstanding shares of Willamette common stock to $55.50 per share in cash. Willamette's Board of Directors has unanimously approved the tender offer and the merger and recommended that Willamette shareholders tender their shares into the offer. Following the completion of the tender offer, Weyerhaeuser intends to consummate a second step merger in which all remaining Willamette shares will be converted into the right to receive the same cash price paid in the tender offer. Steven R. Rogel, chairman, president, and chief executive officer of Weyerhaeuser, said, "We are very excited about the combination of Weyerhaeuser and Willamette, which will create the premier forest products company--headquartered in the Pacific Northwest. A combination of Willamette and Weyerhaeuser creates a company with high quality management and assets focused in complementary products. We will benefit from sharing the best practices of two industry leaders. The transaction will strengthen our core businesses, by enhancing our leadership in containerboard packaging, uncoated free sheet, building material businesses and timberlands. "I have had the privilege of working with employees of both companies and I am confident that we will be able to successfully integrate and build a stronger, more efficient company. Employees of both companies care deeply about their customers, their fellow workers and the communities in which they live. The high importance Willamette places on these values is one of the many reasons why we believe Weyerhaeuser and Willamette are a great fit," Rogel added. William Swindells, chairman of the Willamette Board, said, "After careful consideration of our strategic alternatives, our Board has decided that accepting Weyerhaeuser's revised offer is in the best interests of our shareholders. We believe Willamette's track record of delivering shareholder value is second to none in the industry, largely due to the tremendous dedication of our employees. We expect that they will have much to contribute to Weyerhaeuser's future success." The transaction is not conditioned on financing. The acquisition will be financed through commitments provided by Morgan Stanley and JP Morgan. Weyerhaeuser has amended its tender offer for all Willamette's outstanding common stock to increase the offer price to $55.50 per share in cash. The expiration date of the tender offer is now set as 12:00 midnight, New York City time, on Friday, February 8, 2002. The amended tender offer is subject to the terms and conditions contained in the merger agreement, including a minimum tender condition requiring the tender of a majority of all outstanding shares of Willamette common stock on a fully diluted basis. The Willamette shareholder rights plan has been rendered inapplicable to Weyerhaeuser's offer and the business combination. As previously announced, the Hart-Scott-Rodino waiting period applicable to the combination has expired. Willamette will mail its formal recommendation to shareholders that they tender into the offer at the same time Weyerhaeuser mails its revised tender offer materials. Morgan Stanley acted as financial advisor and Cravath, Swaine & Moore acted as legal advisor to Weyerhaeuser. Goldman Sachs acted as financial advisor and Simpson Thacher & Bartlett acted as legal advisor to Willamette. 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 $55.50 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 Friday, February 8, 2002. 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. Willamette Industries is an integrated forest products company with 106 plants, located in the U.S., France, Ireland and Mexico. The Company owns 1.7 million acres of forestland in the U.S. and manages it sustainably to produce building materials, composite wood panels, fine paper, office paper products, and corrugated packaging and grocery bags. 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. Willamette contacts: Analysts Media Greg Hawley Paul Verbinnen/David Reno/ Jackie Lang Willamette Industries Jim Barron Willamette Industries (503) 273-5640 Citigate Sard Verbinnen (503) 721-2769 (212) 687-8080
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
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