-----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, VkFQOMz/eKwMS8wXp0x4fUB/URlTbQiwrvvnsSFhEUUOsncBjoVnD73A0YPpBNj/ gWyyUy+UrLJKQL2ZkPlMvA== 0000950157-00-000656.txt : 20001204 0000950157-00-000656.hdr.sgml : 20001204 ACCESSION NUMBER: 0000950157-00-000656 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001201 SUBJECT COMPANY: 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 TO-T/A SEC ACT: SEC FILE NUMBER: 005-08226 FILM NUMBER: 781694 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 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 0001.txt SCHEDULE TO AMENDMENT =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO (Amendment No. 1) 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 =============================================================================== SCHEDULE TO This Statement amends and supplements the Tender Offer Statement on Schedule TO ("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 ("Parent"), to purchase (1) all outstanding shares ("Shares") of common stock, par value $0.50 per share, of Willamette Industries, Inc., an Oregon corporation (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 ChaseMellon Shareholder Services L.L.C., as Rights Agent, at a price of $48.00 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, and in the related 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 and the Schedule TO. Item 11. Additional Information. On November 29, 2000, Parent filed a Notification and Report Form with the FTC and the Antitrust Division with respect to the Offer and the Proposed Merger. The required waiting period with respect to the Offer and the Proposed Merger will expire at 11:59 p.m., New York City time, on December 14, 2000, unless early termination is granted or Parent receives a request for additional information and documentary material prior thereto, in which case the waiting period will expire at 11:59 p.m., New York City time, on the 10th calendar day after Parent has substantially complied with such request. On November 30, 2000, Parent made publicly available a presentation regarding the Offer and the Proposed Merger. A copy of the presentation is filed as Exhibit (a)(5)(A) hereto. Item 12. Exhibits. (a)(5)(A) Presentation of Weyerhaeuser Company, dated November 2000. 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: November 30, 2000 EXHIBIT INDEX Exhibit No. Description (a)(5)(A) Presentation of Weyerhaeuser Company, dated November 2000. EX-99.1 2 0002.txt EXHIBIT (A)(5)(A) Exhibit (a)(5)(A) [Weyerhaeuser Company logo] Creating the Premier Forest Products Company [Image of Conifer] November 2000 Forward Looking Statements These slides include "forward-looking statements" that express expectations of future events on results. All statements based on future expectations rather than on historical facts are forward-looking statements that involve a number of risks and uncertainties, and the Weyerhaeuser Company ("Weyerhaeuser") cannot give assurance that such statements will prove to be correct. [Weyerhaeuser Company logo] Tender Offer o Value -- $48 per share in cash o Commencement Date -- November 29, 2000 o Expiration Date - January 4, 2001, unless extended o Customary conditions to closing, including: o Minimum tender of a majority of the Willamette shares on a fully diluted basis o Redemption of Willamette's "poison pill" and removal of other defensive measures o Expiration of the Hart-Scott-Rodino waiting period [Weyerhaeuser Company logo] Offer Overview o Tender offer for $48 per share in cash o 38% premium to Willamette share price and 60% premium to 60-day average (1) o Aggregate pro forma transaction value is $7.1 billion, including $1.7 billion of assumed debt o Merger expected to be accretive to cash flow, earnings per share and shareholder value o Combination expected to generate $300MM of annual synergies o Expect to retain investment grade credit rating o Purchase accounting o Weyerhaeuser has received financing commitments necessary to complete transaction from Morgan Stanley Dean Witter and The Chase Manhattan Bank Note: (1) As of November 10, 2000. [Weyerhaeuser Company logo] Strategic Overview o Willamette is a unique fit with Weyerhaeuser's core product portfolio o Enhanced industry position o Improved pulp, paper and packaging business mix o Complementary timberlands position [Weyerhaeuser Company logo]
Enhanced Industry Position Top Global Containerboard & Kraft Producers Top Global Uncoated Freesheet Producers Rank Company Capacity Rank Company Capacity - ---- ------- -------- ---- ------- ------ (MSTPY) (MSTPY) 1 Smurfit-Stone Container 7,770 1 International Paper (2) 5,504 2 International Paper (1) 6,126 2 Weyerhaeuser + Willamette 2,799 3 Weyerhaeuser + Willamette 6,100 3 Asia Pulp & Paper 2,724 (3) Weyerhaeuser 4,270 4 Georgia-Pacific + Fort James 2,715 4 Georgia-Pacific + Fort James 3,946 5 Nippon + Daishowa 2,542 5 Jefferson Smurfit 3,188 (9) Willamette 1,415 (12) Willamette 1,830 (10) Weyerhaeuser 1,384 Top N.A. Timberland Owners Top N.A. Structured Panel Producers Rank Company Capacity Rank Company Capacity - ---- ------- -------- ---- ------- ------ (M Acres) (MMSqFt, 3/8") 1 International Paper 14,023 1 Georgia-Pacific + Fort James 7,642 2 Weyerhaeuser + Willamette 7,731 2 Louisiana Pacific 6,555 3 Plum Creek + The Timber Company 7,555 3 Weyerhaeuser + Willamette(3) 6,380 (3) Weyerhaeuser 6,003 (3) Weyerhaeuser 4,736 4 Canfor 4,370 4 International Paper 3,165 5 Rayonier 3,232 5 Boise Cascade 1,955 (11) Willamette 1,730 (7) Willamette (3) 1,644
Notes: (1) Excludes 230,000 tons slated for closure as announced on October 19, 2000. (2) Excludes 820,000 tons slated for closure as announced on October 19, 2000. (3) Excludes Dallas, Oregon (closed) and Ruston, Louisiana plywood mills (in the process of closing) Sources: Miller Freeman 1999, public data [Weyerhaeuser Company logo] Improved Pulp, Paper & Packaging Business Mix Weyerhaeuser Willamette ------------ ---------- [Pie Chart] [Pie Chart] Containerboard 48% Containerboard/54% Uncoated Uncoated Freesheet 15% Freesheet 42% Market Pulp 28% Market Pulp 4% Other 9% Total: 9.0MM STPY Total: 3.4MM STPY Combined -------- [Pie Chart] Containerboard 49% Uncoated Freesheet 23% Market Pulp 21% Other 7% Total: 12.4MM STPY Source: Miller Freeman 1999 adjusted for announced changes to capacity. [Weyerhaeuser Company logo] Complementary Timberlands Position (1) (Acres in thousands) Western Coastal Canadian (2) Timberlands ----------------------------- --------------- Weyerhaeuser (cutting rights) 33,500 Weyerhaeuser 1,960 Weyerhaeuser (owned) 663 Willamette 610 [Maps of the United States, Canada, Australia, New Zealand and Uruguay indicating location of Weyerhaeuser and Willamette timberlands] Weyerhaeuser - International (3) - ---------------------------- Southern Timberlands New Zealand (leased) 151 -------------------- New Zealand (owned) 42 Weyerhaeuser (owned) 3,290 Australia 63 Weyerhaeuser (leased) 490 Uruguay 237 Willamette 1,118 Notes: (1) Does not include controlled acreage. (2) Forests in Canada are publicly owned and administered by provincial governments. Weyerhaeuser Canada holds renewable, long term licenses on 32.8MM acres in five provinces and owns 663,000 acres in British Columbia. (3) Joint venture ownership. Source: Company Data [Weyerhaeuser Company logo] Strategic Rationale o Willamette is a unique fit with Weyerhaeuser's core product portfolio o Combined business has better prospects than either company on a stand alone basis o Accretive in Year 1 o Significant cost savings and synergies expected o Operating costs o Capital expenditures o Creates opportunity to rationalize assets and lower costs in our Pulp, Paper and Packaging and Wood Products businesses o Complementary management strengths and cultures Creates the premier forest products company [Weyerhaeuser Company logo] Consistent with Strategic Vision o Position Weyerhaeuser to be the best forest products company in the world o Create shareholder value o Growth through disciplined acquisitions (Not through construction of new capacity) o Strengthen core businesses o Drive manufacturing and support services efficiencies to higher levels o Allocate capital more effectively Willamette fits all of these criteria [Weyerhaeuser Company logo] Consistent with Financial Strategy o Strongly accretive o Cash flow and earnings per share o Accelerates long-term earnings growth o Efficient and effective use of capital o Capital expenditure discipline o Committed to capital spending of no more than 90% of depreciation after year one o Maintains sound capital structure and investment grade credit ratings [Weyerhaeuser Company logo] Synergies o $300MM of synergies achievable within 3 years (1) o 40% by year 1 o 80% by year 2 o 100% by year 3 o In line with precedent transactions Note: (1) Based on industry and public information. [Weyerhaeuser Company logo] Ability to Deliver o Disciplined approach to acquisitions o Growth and focus in core businesses o Successful record of acquiring and integrating o MacMillan Bloedel o Trus Joist International o Dryden Mill o Proven management track record of capturing synergies [Weyerhaeuser Company logo] Pro Forma Overview (Dollars in millions) Weyerhaeuser + 2000E Statistics (1) Weyerhaeuser Willamette Willamette - -------------------- ------------ ---------- -------------- Revenues $15,492 $4,479 $19,971 EBITDA 2,583 971 3,854 (2) Capital Expenditures 750 400 1,150 DD&A 797 310 1,107 Deferred Taxes 140 95 235 Notes: (1) Weyerhaeuser and Willamette 2000E operating numbers based on Morgan Stanley Dean Witter equity research. (2) Pro Forma 2000E EBITDA includes $300 MM of synergies for illustrative purposes. $300MM in annual synergies expected to be achieved by 2003. [Weyerhaeuser Company logo] Pro Forma Credit Profile (1) (Dollars in millions) Pro Forma Weyerhaeuser Weyerhaeuser/Willamette (2) ------------ ----------------------- Total Debt $4,932 $12,061 Cash $73 $89 Total Book Equity $6,463 $6,463 EBITDA/Interest 8.8x 3.8x Total Debt/EBITDA 2.1x 3.3x Debt/Total Capitalization (3) 36.4% 56.9% FFO/Total Debt 32.7% 17.6% Credit Rating A3/A Retains sound capital structure and investment grade credit rating Notes: (1) Excludes WRECO statistics. Based on 2000E Morgan Stanley Dean Witter equity research estimates. (2) Includes $300MM of synergies. (3) Total Capitalization is defined as book equity + debt + deferred taxes - cash. [Weyerhaeuser Company logo] Longstanding Interest in Willamette o August 11, 1998 Weyerhaeuser sends letter to Willamette Board of Directors offering to merge in a stock-for-stock transaction o August 20, 1998 Willamette Board rejects offer * * * * * * * * * * * * * o August 2, 2000 Weyerhaeuser Chairman meets with Willamette Chairman to reaffirm interest in Willamette o August 28, 2000 Weyerhaeuser proposes to acquire Willamette in a part stock, part cash transaction o September 8, 2000 Willamette Board rejects offer o November 6, 2000 Weyerhaeuser proposes to acquire Willamette for $48 per share in cash o November 9, 2000 Willamette Board fails to act on proposal o November 13, 2000 Weyerhaeuser publicly announces proposal o November 15, 2000 Willamette Board rejects offer o November 29, 2000 Weyerhaeuser commences cash tender offer [Weyerhaeuser Company logo] Creating the Premier Forest Products Company Weyerhaeuser / Willamette Combination ------------------------- o Value for shareholders of both companies |X| o Accretive to cash flow, earnings per share and shareholder value |X| o $300MM in annual synergies |X| o Track record of performance |X| o Enhanced manufacturing scale and product position |X| o Strengthens capital management discipline |X| o Expect to retain investment grade credit rating |X| o Sustainable forestry management |X| o Complementary management and cultures |X| [Weyerhaeuser Company logo] [Weyerhaeuser Company logo] The future is growing... [Weyerhaeuser Company logo] Appendix A Complementary Assets - Pulp and Papermaking [Maps of the United States, Canada and Mexico indicating locations of Weyerhaeuser and Willamette pulp and papermaking facilities] Source: Miller Freeman 1999, Company Data [Weyerhaeuser Company logo] Appendix B Complementary Assets - Wood Products [Maps of the United States, Canada, Ireland, France, Mexico, Australia and New Zealand indicating location of Weyerhaeuser and Willamette wood products facilities] Source: Company Data [Weyerhaeuser Company logo] Legend Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser Company ("Weyerhaeuser"), has commenced a tender offer for all the outstanding shares of common stock of Willamette Industries, Inc. ("Willamette") at $48.00 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 Thursday, January 4, 2001. CHI may extend the offer and currently expects that the offer will be extended until the principal conditions to the offer, which are described in the Offer to Purchase forming part of CHI's tender offer statement, are satisfied. 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. Investors and security holders are urged to read any proxy statement regarding the proposed business combination described herein, when it becomes available, because it will contain important information. Each such proxy statement will be filed with the Securities and Exchange Commission. Investors and security holders may obtain a free copy of the tender offer statement, each such proxy statement (when it is available) and other documents filed by Weyerhaeuser with the Commission at the Commission's website at http://www.sec.gov. The tender offer statement, each such proxy statement (when it is available) and t hese ot her documents may also be obtained for free from Weyerhaeuser by directing a request to Kathryn McAuley at (253) 924-2058. Detailed information regarding the names, affiliations and interests of individuals who may be deemed participants in the solicitation of proxies of shareholders of Willamette by Weyerhaeuser and CHI is available in a filing made by Weyerhaeuser with the Commission pursuant to Rule 14a-12 on November 29, 2000. [Weyerhaeuser Company logo] -----END PRIVACY-ENHANCED MESSAGE-----