-----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, ERpICbjHuQFu4BHD4VeGkbT1O70TdY6OHJLprIbkqCiisrElLZtxgLKpmli2snwA WUcmpemaS86h+1x4CsdvFQ== 0000950157-00-000005.txt : 20000107 0000950157-00-000005.hdr.sgml : 20000107 ACCESSION NUMBER: 0000950157-00-000005 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000106 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: 502262 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. 6 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D Under the Securities and 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, 3, 4 and 5, filed with the Commission on December 1, 1999, December 9, 1999, December 15, 1999, December 23, 1999 and December 28, 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").Company. Item 10. Additional Information. The Offer expired, as scheduled, at 8:00 p.m., New York City time, on January 5, 2000. On January 6, 2000, Weyerhaeuser issued a press release, a copy of which is attached hereto as Exhibit (a)(12) and is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(12) Text of Press Release, dated January 6, 2000 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: January 6, 2000 WTJ, INC. By Sandy D. McDade --------------------------- Name: Sandy D. McDade Title: Secretary WEYERHAEUSER COMPANY By Robert A. Dowdy --------------------------- Name: Robert A. Dowdy Title: Vice President & General Counsel Page 3 of 4 pages. Exhibit Index on page 4. 4 EXHIBIT INDEX Exhibit Number Exhibit Name Page Number - -------------- ------------ ----------- (a) (12) Text of Press Release, dated 5 January 6, 2000 Page 4 of 4 pages. Exhibit Index on page 4. EX-99 2 PRESS RELEASE EXHIBIT 99 News Release Weyerhaeuser For Immediate Release For More Information Contact: January 6, 2000 Media: Bruce Amundson (253) 924-3047 Analysts: Dick Taggart (253) 924-2058 Weyerhaeuser Successfully Completes Tender Offer for TJ International; Companies Begin Combined Operation FEDERAL WAY, Wash. -- Weyerhaeuser Company (NYSE: WY) today announced that it has acquired a controlling interest in TJ International (NASDAQ: TJCO) making Weyerhaeuser the world's largest producer of engineered wood products. TJ International is a 51 percent owner and managing partner of Trus Joist MacMillan (TJM). Weyerhaeuser currently owns 49 percent of TJM. The acquisition was completed under terms of an offer by Weyerhaeuser to purchase all outstanding shares of TJ International for $42 per share in cash. Approximately 15.423 million TJ International shares were validly tendered and not withdrawn when the tender offer expired at 8 p.m. EST on Jan. 5. This represents more than 90 percent of the total number of outstanding shares in TJ International. Weyerhaeuser has accepted for purchase all shares that were validly tendered and not withdrawn prior to the expiration of the offer. Weyerhaeuser will complete the acquisition of TJ International by acquiring all remaining outstanding TJ International shares for $42 per share in cash as soon as possible. Once the acquisition is complete, it is anticipated that it will be accretive to Weyerhaeuser's earnings and cash flow this year. "This is an exciting day for Weyerhaeuser as we continue to grow our value-added wood business," said Steven R. Rogel, Weyerhaeuser chairman, president and chief executive officer. "Trus Joist is the leading company in the high-growth area of engineered wood products. We look forward to working with the dedicated employees of Trus Joist to bring engineered wood products to their next level of development." Because of the strong brand identity associated with Trus Joist, Weyerhaeuser will continue to market its line of engineered wood products under the Trus Joist name. Research and development, along with certain marketing and sales functions, will remain in Boise, Idaho. Weyerhaeuser Successfully Completes Tender Offer Page 2 Thomas H. Denig will serve as president of Trus Joist and report to William R. Corbin, Weyerhaeuser executive vice president - Wood Products. Denig brings with him 25 years of experience at Trus Joist, serving as president and CEO since 1995. "I'm extremely pleased that Tom will continue to play an important role in our engineered wood products business," Rogel said. "Under his leadership, Trus Joist has become a worldwide leader in sales, innovation and product quality in their segment. He will help us maintain the traditions of product innovation and quality customer service that are associated with the Trus Joist name." Weyerhaeuser expects the acquisition to generate approximately $50 million in annual savings within two years. The acquisition is a natural extension of the long-standing roles Weyerhaeuser has held with Trus Joist as a supplier of raw materials and a distributor of finished goods. Weyerhaeuser Company, 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. -----END PRIVACY-ENHANCED MESSAGE-----