-----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, SlN+i41/f7zqBgvIZYv28ZYAVVvk1iUpgKNoh+jk2/dBtQLQU/D7y/u8dKEGAYAI 3iIbc77wRha45YP/DUVG9A== 0000950157-99-000697.txt : 19991224 0000950157-99-000697.hdr.sgml : 19991224 ACCESSION NUMBER: 0000950157-99-000697 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991223 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-08226 FILM NUMBER: 99779848 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 14D1/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 14D1/A 1 SCHEDULE 14D1/A - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ AMENDMENT NO. 4 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ------------------------ TJ INTERNATIONAL, INC. (Name of Subject Company) WTJ, INC. WEYERHAEUSER COMPANY (Bidders) ------------------------ Common Stock, Par Value $1.00 Per Share (including the associated Common Stock Purchase Rights) (Title of Class of Securities) ------------------------ 872534102 (CUSIP Number of Class of Securities) ------------------------ Robert A. Dowdy, Esq. Vice President & General Counsel Weyerhaeuser Company 33663 Weyerhaeuser Way S. Federal Way, WA 98003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------------ Copy To: Richard Hall, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 ------------------------ - ------------------------------------------------------------------------------- Page 1 of 4 pages. Exhibit Index on page 4. 2 Weyerhaeuser Company, a Washington corporation ("Weyerhaeuser"), and WTJ, Inc., a Delaware corporation (the "Purchaser"), hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, filed with the Securities and Exchange Commission (the "Commission") on November 30, 1999, as amended by Amendments Nos. 1, 2 and 3, filed with the Commission on December 1, 1999, December 9, 1999 and December 15, 1999, respectively, with respect to the Purchaser's offer to purchase all the outstanding shares of Common Stock and ESOP Convertible Preferred Stock (the "Offer") of TJ International, Inc., a Delaware corporation (the "Company"). Item 10. Additional Information. (c) On December 21, 1999, the waiting period under the Competition Act (Canada) applicable to the Merger and the Offer expired. On December 22, 1999, Weyerhaeuser issued a press release, a copy of which is attached hereto as Exhibit (a)(10) and is incorporated herein by reference. On December 22, 1999, the Bundeskartellamt in Germany informed Weyerhaeuser that it would not oppose the Merger and the Offer. Item 11. Material to be Filed as Exhibits. (a)(10) Press Release, dated December 22, 1999. Page 2 of 4 pages. Exhibit Index on page 4. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 23, 1999 WTJ, INC. By /s/ Sandy D. McDade ------------------------ Name: Sandy D. McDade Title: Secretary WEYERHAEUSER COMPANY By /s/ Robert A. Dowdy ------------------------ Name: Robert A. Dowdy Title: Vice President Page 3 of 4 pages. Exhibit Index on page 4. 4 EXHIBIT INDEX Exhibit Page Number Exhibit Name Number ------ ------------ ------ (a)(10) Text of Press Release, dated December 21, 1999 5 Page 4 of 4 pages. Exhibit Index on page 4. EX-99 2 NEWS RELEASE News Release For Immediate Release For more Information Contact: December 22, 1999 Media: Bruce Amundson (253) 924-3047 Analysts: Dick Taggart (253) 924-2058 Waiting Period Expires on Weyerhaeuser Filing with Canadian Competition Bureau Regarding TJ International Acquisition FEDERAL WAY, Wash.-Weyerhaeuser Company today announced that the seven-day waiting period on the company's filing with the Mergers Branch of the Canadian Competition Bureau regarding Weyerhaeuser's proposed acquisition of TJ International has expired. While no further action by the Canadian Competition Bureau is required to close the proposed acquisition, Weyerhaeuser has requested that the Bureau issue a formal letter stating that it plans not to take any action on the proposed acquisition. The tender offer, which is currently scheduled to expire at 8 p.m. Eastern time, on Jan. 5, is subject to further regulatory clearances and other customary closing conditions. Weyerhaeuser announced on Nov. 23 that it will pay $720 million in cash, or $42 per share, to acquire all outstanding shares of TJ International, a 51 percent owner and managing partner of Trus Joist MacMillan. A subsidiary of Weyerhaeuser currently owns a 49 percent interest in Trus Joist MacMillan, the world's leading manufacturer and marketer of engineered lumber products. Weyerhaeuser Company (NYSE;WY), one of the world's largest integrated forest products companies, was incorporated in 1900. In 1998, sales were $10.8 billion. It has offices or operations in 12 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 or practices is available at www.weyerhaeuser.com. 2 Boise, Idaho-based Trus Joist MacMillan manufactures a variety of engineered lumber products for structural framing and industrial applications. It currently operates 16 manufacturing facilities across North America and employs nearly 4,000 people around the world. Trus Joist MacMillan's unique patented manufacturing technologies transforms wood fiber into high-performance, consistent products. The company, which utilizes small-diameter trees that provide resource-efficient alternatives to traditional sawmill products, further enhances Weyerhaeuser's wood product line. -----END PRIVACY-ENHANCED MESSAGE-----