SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
WILLAMETTE INDUSTRIES, INC.
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(Name of Registrant as Specified in its Charter)
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WEYERHAEUSER COMPANY
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. (1) Amount
Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
SUPPLEMENT TO THE OFFER TO PURCHASE DATED NOVEMBER 29, 2000
COMPANY HOLDINGS, INC.,
A WHOLLY OWNED SUBSIDIARY OF
WEYERHAEUSER COMPANY,
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE RELATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WILLAMETTE INDUSTRIES, INC.
TO
$50.00 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MAY 18, 2001, UNLESS THE OFFER IS EXTENDED.
---------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER OF SHARES OF
WILLAMETTE COMMON STOCK THAT REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER
OF OUTSTANDING WILLAMETTE SHARES ON A FULLY DILUTED BASIS, (2) WILLAMETTE'S
BOARD OF DIRECTORS REDEEMING THE RELATED PREFERRED STOCK PURCHASE RIGHTS OR
COMPANY HOLDINGS, INC. (THE "PURCHASER") BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE
TO THE OFFER AND THE PROPOSED SECOND-STEP MERGER DESCRIBED HEREIN, (3) FULL
VOTING RIGHTS FOR ALL SHARES TO BE ACQUIRED BY THE PURCHASER PURSUANT TO THE
OFFER HAVING BEEN APPROVED BY THE SHAREHOLDERS OF WILLAMETTE PURSUANT TO THE
OREGON CONTROL SHARE ACT OR THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE PROVISIONS OF SUCH STATUTE ARE INVALID OR OTHERWISE
INAPPLICABLE TO THE WILLAMETTE SHARES TO BE ACQUIRED BY THE PURCHASER PURSUANT
TO THE OFFER AND (4) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION,
THAT, AFTER CONSUMMATION OF THE OFFER, NEITHER THE OREGON BUSINESS COMBINATION
STATUTE NOR SIMILAR PROVISIONS IN ARTICLE VI OF WILLAMETTE'S ARTICLES OF
INCORPORATION WILL PROHIBIT FOR ANY PERIOD OF TIME, OR IMPOSE ANY VOTING
REQUIREMENTS IN EXCESS OF MAJORITY SHAREHOLDER APPROVAL WITH RESPECT TO, THE
PROPOSED SECOND-STEP MERGER OR ANY OTHER BUSINESS COMBINATION INVOLVING
WILLAMETTE AND THE PURCHASER OR ANY OTHER SUBSIDIARY OF WEYERHAEUSER. THE OFFER
IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE
AND THIS SUPPLEMENT.
------------------------
WEYERHAEUSER AND THE PURCHASER HAVE DELIVERED A DRAFT MERGER AGREEMENT TO
WILLAMETTE AND ARE SEEKING TO NEGOTIATE WITH WILLAMETTE WITH RESPECT TO THE
COMBINATION OF WILLAMETTE WITH WEYERHAEUSER. THE PURCHASER RESERVES THE RIGHT TO
AMEND THE OFFER (INCLUDING AMENDING THE NUMBER OF SHARES TO BE PURCHASED, THE
PURCHASE PRICE AND THE PROPOSED SECOND-STEP MERGER CONSIDERATION) UPON ENTERING
INTO THE MERGER AGREEMENT WITH WILLAMETTE, OR TO NEGOTIATE A MERGER AGREEMENT
WITH WILLAMETTE NOT INVOLVING A TENDER OFFER.
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IMPORTANT
ANY SHAREHOLDER DESIRING TO TENDER ALL OR ANY PORTION OF SUCH SHAREHOLDER'S
SHARES OF COMMON STOCK OF WILLAMETTE AND THE RELATED PREFERRED STOCK PURCHASE
RIGHTS SHOULD EITHER (1) COMPLETE AND SIGN THE LETTER OF TRANSMITTAL (OR A
FACSIMILE THEREOF) IN ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTER OF
TRANSMITTAL, HAVE SUCH SHAREHOLDER'S SIGNATURE THEREON GUARANTEED IF REQUIRED BY
INSTRUCTION 1 TO THE LETTER OF TRANSMITTAL, MAIL OR DELIVER THE LETTER OF
TRANSMITTAL (OR SUCH FACSIMILE), OR, IN THE CASE OF A TRANSFER EFFECTED PURSUANT
TO THE BOOK-ENTRY TRANSFER PROCEDURES SET FORTH IN SECTION 3 OF THE OFFER TO
PURCHASE, TRANSMIT AN AGENT'S MESSAGE (AS DEFINED IN THE OFFER TO PURCHASE), AND
ANY OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY AND EITHER DELIVER THE
CERTIFICATES FOR SUCH SHARES AND, IF SEPARATE, THE CERTIFICATE(S) REPRESENTING
THE RELATED PREFERRED STOCK PURCHASE RIGHTS TO THE DEPOSITARY ALONG WITH THE
LETTER OF TRANSMITTAL (OR SUCH FACSIMILE) OR DELIVER SUCH SHARES (AND RIGHTS, IF
APPLICABLE) PURSUANT TO THE BOOK-ENTRY TRANSFER PROCEDURES SET FORTH IN
SECTION 3 OF THE OFFER TO PURCHASE, OR (2) REQUEST SUCH SHAREHOLDER'S BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE
TRANSACTION FOR SUCH SHAREHOLDER. A SHAREHOLDER WHOSE SHARES OF COMMON STOCK OF
WILLAMETTE AND, IF APPLICABLE, PREFERRED STOCK PURCHASE RIGHTS, ARE REGISTERED
IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE
MUST CONTACT SUCH BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE IF SUCH SHAREHOLDER DESIRES TO TENDER SUCH SHARES AND, IF APPLICABLE,
PREFERRED STOCK PURCHASE RIGHTS.
IF YOU ARE A PARTICIPANT IN THE WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN, ONLY
THE PLAN TRUSTEE, WELLS FARGO BANK, N.A., CAN TENDER YOUR SHARES OF COMMON STOCK
OF WILLAMETTE. YOU MAY DIRECT THE PLAN TRUSTEE TO TENDER YOUR SHARES OF COMMON
STOCK OF WILLAMETTE BY COMPLETING, SIGNING AND RETURNING THE INSTRUCTION FORM
PROVIDED BY THE PLAN TRUSTEE.
SHAREHOLDERS WHO HAVE ALREADY TENDERED SHARES OF COMMON STOCK OF WILLAMETTE
PURSUANT TO THE OFFER AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY
FURTHER ACTION TO RECEIVE THE INCREASED OFFER PRICE OF $50.00 PER SHARE IF
SHARES ARE ACCEPTED AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT
AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS
UTILIZED.
IF A DISTRIBUTION DATE (AS DEFINED IN THE OFFER TO PURCHASE) OCCURS,
SHAREHOLDERS WILL BE REQUIRED TO TENDER ONE PREFERRED STOCK PURCHASE RIGHT FOR
EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF SUCH SHARE.
A SHAREHOLDER WHO DESIRES TO TENDER SUCH SHAREHOLDER'S SHARES OF COMMON STOCK OF
WILLAMETTE (AND PREFERRED STOCK PURCHASE RIGHTS, IF APPLICABLE) AND WHOSE
CERTIFICATES REPRESENTING SUCH SHARES (AND PREFERRED STOCK PURCHASE RIGHTS, IF
APPLICABLE) ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT COMPLY WITH THE
PROCEDURES FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS MAY TENDER SUCH SHARES (AND
PREFERRED STOCK PURCHASE RIGHTS, IF APPLICABLE) BY FOLLOWING THE PROCEDURES FOR
GUARANTEED DELIVERY SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE.
QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION AGENT
OR THE DEALER MANAGER AT THEIR RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS SET
FORTH ON THE BACK COVER OF THIS SUPPLEMENT. ADDITIONAL COPIES OF THE OFFER TO
PURCHASE, THIS SUPPLEMENT, THE REVISED (PINK) LETTER OF TRANSMITTAL, THE REVISED
(GREY) NOTICE OF GUARANTEED DELIVERY AND OTHER RELATED MATERIALS MAY BE OBTAINED
FROM THE INFORMATION AGENT.
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THE DEALER MANAGER FOR THE OFFER IS:
MORGAN STANLEY DEAN WITTER
MAY 7, 2001
TABLE OF CONTENTS
PAGE
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INTRODUCTION......................................................... 1
THE OFFER............................................................ 3
1. Amended Terms of the Offer; Expiration Date................. 3
2. Price Range of the Shares; Dividends........................ 3
3. Background of the Offer; Contacts with Willamette since
November 29, 2000......................................... 4
4. Purpose of the Offer and the Proposed Merger; Plans for
Willamette; Certain Conditions............................ 9
5. Source and Amount of Funds.................................. 10
6. Dividends and Distributions................................. 11
7. Certain Conditions to the Offer............................. 12
8. Certain Legal Matters since November 29, 2000; Required
Regulatory Approvals since November 29, 2000.............. 13
9. Miscellaneous............................................... 14
To: All Holders of Shares of Common Stock
of Willamette Industries, Inc.
INTRODUCTION
The following information amends and supplements the Offer to Purchase dated
November 29, 2000 (as amended and supplemented by the Schedule TO to which the
Offer to Purchase is an exhibit, the "Offer to Purchase") of Company
Holdings, Inc. (the "Purchaser"), a Washington corporation and a wholly owned
subsidiary of Weyerhaeuser Company ("Weyerhaeuser" or "Parent"), a Washington
corporation. Pursuant to this Supplement, the Purchaser is now offering to
purchase (1) all outstanding shares ("Shares") of common stock, par value $0.50
per share (the "Willamette Common Stock"), of Willamette Industries, Inc.
("Willamette" or the "Company"), an Oregon corporation, and (2) unless and until
validly redeemed by the Board of Directors of Willamette (the "Willamette
Board"), the related rights to purchase shares of Series B Junior Participating
Preferred Stock, par value $0.50 per share, of Willamette (the "Rights") issued
pursuant to the Rights Agreement, dated as of February 25, 2000 (as amended from
time to time, the "Rights Agreement"), by and between Willamette and Mellon
Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), as
Rights Agent (the "Rights Agent"), at a price of $50.00 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 and this Supplement and in
the revised Letter of Transmittal (which, together with any amendments or
supplements thereto, 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.
The purpose of the Offer is for Weyerhaeuser to acquire control of, and
ultimately the entire equity interest in, Willamette. The Offer, as the first
step in the acquisition of Willamette, is intended to facilitate the acquisition
of all outstanding Shares. Weyerhaeuser currently intends, promptly following
consummation of the Offer, to seek to have Willamette consummate a second-step
merger or similar business combination with the Purchaser or another direct or
indirect wholly owned subsidiary of Weyerhaeuser (the "Proposed Merger"),
pursuant to which each then outstanding Share (other than Shares held by the
Purchaser or Weyerhaeuser) will be converted into the right to receive an amount
in cash equal to the highest price per Share paid in the Offer.
In connection with the Offer and the Proposed Merger, Weyerhaeuser and the
Purchaser intend to nominate, and are soliciting proxies for the election of,
Robert C. Lane, Thomas M. Luthy and Evelyn Cruz Sroufe (the "Weyerhaeuser
Nominees"), to replace the three Willamette Class A directors whose terms will
expire at the 2001 Annual Meeting of Shareholders of Willamette (the "Willamette
2001 Annual Meeting"), which Willamette has announced will be held June 7, 2001.
Weyerhaeuser expects that, if elected, and subject to their fiduciary duties to
Willamette and all the Willamette shareholders under applicable law, the
Weyerhaeuser Nominees will seek to cause the Willamette Board to approve the
Offer and the Proposed Merger; amend the Rights Agreement or redeem the Rights,
or otherwise act to ensure that the Rights Condition is satisfied; satisfy the
Control Share Condition; satisfy the Business Combination Condition; and take
any other actions necessary to permit the Offer and the Proposed Merger to be
consummated. The grant of a proxy with respect to the Willamette 2001 Annual
Meeting is not a condition to the tender of Shares into the Offer.
Except as otherwise expressly set forth in this Supplement, all the terms
and conditions previously set forth in the Offer to Purchase remain applicable
in all respects to the Offer, and this Supplement should be read in conjunction
with the Offer to Purchase. Unless the context requires otherwise, terms not
defined herein have the meanings ascribed to them in the Offer to Purchase.
1
The Offer is subject to the fulfillment of certain conditions, including the
following: (1) the Minimum Tender Condition, (2) the Rights Condition, (3) the
Control Share Condition and (4) the Business Combination Condition, each of
which is described in the Offer to Purchase. See the Introduction and
Sections 1 and 14 of the Offer to Purchase and Section 7 of this Supplement.
According to Willamette's Annual Report on Form 10-K for the year ended
December 31, 2000 (the "Willamette 10-K"), there were 109,535,146 Shares issued
and outstanding as of February 28, 2001 and there were outstanding options to
purchase 3,711,212 Shares on December 31, 2000. Based on the foregoing and
assuming no additional Shares (or options, warrants or rights exercisable for,
or securities convertible into, Shares) have been issued since February 28, 2001
(other than Shares issued pursuant to the exercise of the stock options referred
to above), or, in the case of options, since December 31, 2000, if the Purchaser
were to purchase 56,623,180 Shares pursuant to the Offer, the Minimum Tender
Condition would be satisfied.
CERTAIN OTHER CONDITIONS TO THE CONSUMMATION OF THE OFFER ARE DESCRIBED IN
SECTION 14 OF THE OFFER TO PURCHASE AND IN SECTION 7 OF THIS SUPPLEMENT. THE
PURCHASER RESERVES THE RIGHT (SUBJECT TO THE APPLICABLE RULES AND REGULATIONS OF
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")) TO AMEND OR WAIVE ANY
ONE OR MORE OF THE TERMS AND CONDITIONS OF THE OFFER, INCLUDING, WITHOUT
LIMITATION, THE MINIMUM TENDER CONDITION, THE RIGHTS CONDITION, THE CONTROL
SHARE CONDITION AND THE BUSINESS COMBINATION CONDITION. SEE SECTIONS 1 AND 14 OF
THE OFFER TO PURCHASE AND SECTION 7 OF THIS SUPPLEMENT.
THE OFFER IS NOT CONDITIONED ON EITHER WEYERHAEUSER OR THE PURCHASER
OBTAINING FINANCING. SEE SECTION 12 OF THE OFFER TO PURCHASE AND SECTION 5 OF
THIS SUPPLEMENT.
PROCEDURES FOR TENDERING ARE SET FORTH IN SECTION 3 OF THE OFFER TO
PURCHASE. TENDERING SHAREHOLDERS MAY USE EITHER THE ORIGINAL (BLUE) LETTER OF
TRANSMITTAL AND THE ORIGINAL (YELLOW) NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
DISTRIBUTED WITH THE OFFER TO PURCHASE OR THE REVISED (PINK) LETTER OF
TRANSMITTAL AND THE REVISED (GREY) NOTICE OF GUARANTEED DELIVERY DISTRIBUTED
WITH THIS SUPPLEMENT.
SHAREHOLDERS WHO HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER USING
THE PREVIOUSLY DISTRIBUTED LETTER OF TRANSMITTAL OR NOTICE OF GUARANTEED
DELIVERY AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY FURTHER ACTION
IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $50.00 PER SHARE IF SHARES ARE
ACCEPTED FOR PAYMENT AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT
AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS
UTILIZED.
THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE RELATED LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.
2
THE OFFER
1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE.
The discussion set forth in Section 1 of the Offer to Purchase is hereby
amended and supplemented as follows:
The price per Share to be paid pursuant to the Offer has been increased from
$48.00 per Share (including the related Preferred Stock Purchase Right) to
$50.00 per Share (including the related Preferred Stock Purchase 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 Supplement) will receive
the increased price. The Expiration Date has previously been extended until
12:00 midnight, New York City time, on Friday, May 18, 2001, unless and until
the Purchaser, in its sole discretion, extends the period of time for which the
Offer is open, in which event the term "Expiration Date" means the time and date
at which the Offer, as so extended by the Purchaser, will expire.
This Supplement, the revised (pink) Letter of Transmittal and all other
relevant materials will be mailed by the Purchaser to record holders of Shares
and will be furnished to brokers, dealers, banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on Willamette's
shareholder lists, or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
2. PRICE RANGE OF THE SHARES; DIVIDENDS.
The discussion set forth in Section 6 of the Offer to Purchase is hereby
amended and supplemented as follows:
The following table sets forth, for the periods indicated, the reported high
and low sales prices for the Shares on the NYSE and the cash dividends declared
per Share, as reported in the Willamette 10-K for the fiscal quarter ended
December 31, 2000, and as reported by IDD Information Services for the fiscal
quarter ended March 31, 2001, and the fiscal quarter ending June 30, 2001.
FISCAL QUARTER ENDED HIGH LOW DIVIDEND
-------------------- -------- -------- --------
December 31, 2000......................................... $50.06 $26.13 $0.21
March 31, 2001............................................ 48.05 44.80 0.23
June 30, 2001 (through May 4, 2001)....................... 48.80 45.70
On May 4, 2001, the last full trading day prior to the announcement of the
increase in the Offer Price, the reported 4:00 p.m. closing price of the Shares
on the NYSE was $48.65. The increased Offer Price represents a 44 percent
premium to the reported 4:00 p.m. closing price of $34.75 of the Shares on the
NYSE prior to the public announcement of Weyerhaeuser's intention to pursue a
business combination with Willamette and a premium of approximately 67 percent
to the average share price for the 60 days prior to that announcement.
Shareholders are urged to obtain a current market quotation for the Shares.
3
3. BACKGROUND OF THE OFFER; CONTACTS WITH WILLAMETTE SINCE NOVEMBER 29,
2000.
The discussion set forth in Section 10 of the Offer to Purchase is hereby
amended and supplemented as follows:
On November 30, 2000, Weyerhaeuser's financial advisor, Morgan Stanley & Co.
Incorporated ("Morgan Stanley"), telephoned Goldman, Sachs & Co. ("Goldman
Sachs"), Willamette's financial advisor, to discuss the Offer. Goldman Sachs
declined to discuss the Offer in detail.
On December 1, 2000, Mr. Rogel telephoned Mr. McDougall to express
Weyerhaeuser's desire to meet and negotiate a business combination.
Mr. McDougall declined Mr. Rogel's invitation to meet. Also on that day,
Mr. Rogel telephoned Mr. Robert M. Smelick, a member of the Willamette Board, to
express Weyerhaeuser's desire to meet and negotiate a business combination.
Mr. Smelick did not return Mr. Rogel's call.
On December 12, 2000, Willamette disclosed that the Willamette Board had
recommended that shareholders reject the Offer.
On December 21, 2000, Weyerhaeuser and the Purchaser delivered to Willamette
a notice of intention to nominate four nominees for election to the Willamette
Board at the Willamette 2001 Annual Meeting. On that day, Weyerhaeuser and the
Purchaser also filed a preliminary proxy statement with the Commission in
connection with the solicitation of proxies from the Willamette shareholders
with respect to voting to elect the Weyerhaeuser Nominees at the Willamette 2001
Annual Meeting.
On December 21, 2000, Mr. Rogel called Mr. Swindells to discuss the Offer
and the Proposed Merger. Mr. Swindells stated that the parties had nothing to
talk about and that Willamette was not for sale, and declined Mr. Rogel's
invitation to negotiate or otherwise discuss a business combination transaction
between Weyerhaeuser and Willamette.
On January 5, 2001, the Purchaser extended the Offer until 5:00 p.m., New
York City time, on Thursday, February 1, 2001.
On January 5, 2001, Mr. Rogel telephoned Mr. Swindells to express
Weyerhaeuser's desire to meet and negotiate a business combination.
Mr. Swindells stated that the parties had nothing to discuss and that Willamette
was not for sale, and declined Mr. Rogel's invitation to negotiate or otherwise
discuss a business combination transaction between Weyerhaeuser and Willamette.
Also on that day, Mr. Rogel telephoned Mr. Smelick to express Weyerhaeuser's
desire to meet and negotiate a business combination transaction. Mr. Smelick did
not return Mr. Rogel's call. On January 5, 2001, Weyerhaeuser's financial
advisor, Morgan Stanley, telephoned Goldman Sachs, Willamette's financial
advisor, to discuss the Offer and the Proposed Merger. Goldman Sachs declined to
discuss the Offer and the Proposed Merger in detail.
On February 1, 2001, the Purchaser extended the Offer until 12:00 midnight,
New York City time, on Friday, March 30, 2001.
On February 7, 2001, Mr. Rogel telephoned Mr. Swindells to express
Weyerhaeuser's desire to meet and negotiate a business combination.
Mr. Swindells indicated that Willamette's position with respect to the Offer had
not changed and declined Mr. Rogel's invitation to negotiate or otherwise
discuss a business combination transaction between Weyerhaeuser and Willamette.
On February 12, 2001, Weyerhaeuser and the Purchaser filed a definitive
proxy statement (the "Definitive 2001 Annual Meeting Proxy Statement") with the
Commission in connection with the solicitation of proxies from the shareholders
of Willamette with respect to voting to elect the Weyerhaeuser Nominees at the
Willamette 2001 Annual Meeting.
4
On February 12, 2001, Weyerhaeuser sent the following letter to Willamette
regarding the Willamette 2001 Annual Meeting:
February 12, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: Duane C. McDougall
President and Chief Executive Officer
Dear Duane:
As you know, Weyerhaeuser Company and Company Holdings, Inc., a
wholly owned subsidiary of Weyerhaeuser, have proposed four candidates
for election as directors of Willamette Industries, Inc. at Willamette's
2001 annual meeting of shareholders.
In prior years, pursuant to Article II, Section 1 of Willamette's
by-laws, the annual meeting of shareholders was held on the third
Tuesday in April. In response to our tender offer, on December 11, 2000,
Willamette's Board of Directors amended this by-law to provide that "the
annual meeting of shareholders will be held on such date and at such
time as may be designated by the board." In so amending this by-law,
however, the Board did not indicate when it planned to hold the annual
meeting or whether it intended to abandon Willamette's longstanding
practice of holding the annual meeting on the third Tuesday in April.
It is our understanding that Willamette's historic practice has also
been to begin the process of distributing proxy "search cards", pursuant
to SEC Rule 14a-13(a), no later than the final week of January. It is
now February 12, and to the best of our knowledge Willamette has yet to
commence the proxy search card process.
In light of the foregoing, we hereby request that Willamette
promptly inform us and the other Willamette shareholders whether
Willamette intends to uphold its longstanding practice of holding its
annual meeting on the third Tuesday in April and, if not, when it
intends to hold the annual meeting.
Very truly yours,
/s/ STEVEN R. ROGEL
Steven R. Rogel
Chairman, President and Chief
Executive Officer
On February 14, 2001, Weyerhaeuser's financial advisor, Morgan Stanley,
telephoned Goldman Sachs, Willamette's financial advisor, to discuss the Offer
and the Proposed Merger. Goldman Sachs reiterated that Willamette was not for
sale and declined to discuss the Offer and Proposed Merger in detail.
On February 21, 2001, the Willamette Board sent the following letter to the
Weyerhaeuser board of directors:
Dear Weyerhaeuser Board Member:
We write to express our disappointment that Weyerhaeuser has chosen
to continue to pursue its attempted hostile acquisition of Willamette.
By now, you must know that we are firmly committed to resisting your
attempt to coerce our shareholders with a low-ball offer.
5
While we assume you share your management's views on this proposed
transaction, you should understand that continued extensions of your
hostile tender offer and threatened proxy contest will not change our
resolve. Weyerhaeuser has said absolutely nothing new over the past
three months, and their repeated calls to "negotiate" in this context
are at best disingenuous, and at worst illogical. We are committed to
protecting the interests of all of our shareholders, and have no
personal agenda other than to enhance the value of the Company.
Although Willamette is not for sale, we understand and take very
seriously our fiduciary obligations and are willing to listen to any
serious, legitimate proposal that may benefit our shareholders. As we
have said many times, your offer grossly undervalues the premier
franchise in the forest products industry. In fact, since we rejected
your offer in November, a relevant composite of forest product company
stocks has appreciated by an average of approximately 16 percent, making
your offer of $48 even more unappealing. Our company is performing well
and we remain confident that we can deliver greater value to our
shareholders over the long term.
You should know that Weyerhaeuser's antagonistic approach has
needlessly alienated many of our employees, customers and members of the
communities in which we operate. This growing alienation only further
highlights our cultural differences and raises very serious questions
about how successfully our two companies could ever be integrated.
Indeed, the questions are now so serious that many observers believe
Weyerhaeuser would be better off, and far more successful, trying to buy
other companies that might be receptive to your proposals.
In conclusion, let us say once again that--whatever you may have
been told--we are committed to our future and are prepared to fight this
battle for as long as necessary to best protect the interests of our
shareholders and other constituencies. We are extremely confident in our
position. For the good of both companies, we urge you to withdraw your
offer.
Sincerely,
The Willamette Board of
Directors
On February 22, 2001, Weyerhaeuser sent the following letter to the
Willamette Board:
February 22, 2001
Board of Directors
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Dear Willamette Board Members:
We received your letter of February 22, and must respond since your
letter expresses some serious misperceptions about Weyerhaeuser and our
proposed combination with Willamette Industries.
You are correct in assuming that the Weyerhaeuser board unanimously
supports a combination with Willamette. This combination is too
compelling to ignore, and our two companies are a perfect fit. Our board
is fully informed and regularly reviews media coverage as well as
research reports from independent financial analysts. Contrary to your
assertions, there is extensive third-party support in the financial
community for this combination.
As you know, as of February 1, the last expiration date of
Weyerhaeuser's $48 per share tender offer, your shareholders had
tendered 51% of Willamette's outstanding common stock. Our all cash
premium offer for 100% of the shares simply cannot be characterized as
"coercive." What is coercive is preventing shareholders from taking
advantage of our offer by refusing to lift your
6
"poison pill" rights plan and other defensive measures as well as
failing to schedule your annual meeting. Despite these defensive
measures, Willamette shareholders will have the opportunity to take
meaningful action to advance this proposed transaction by electing our
director nominees at the annual meeting.
Your description of Weyerhaeuser's approach as antagonistic is
surprising. We have reviewed our public comments, and have found that
they have, repeatedly, addressed the strength of Willamette's management
team, the complementary asset fit, and the benefits of creating the
premier forest products company through a combination of our two
companies.
We do not understand your claim that our call to negotiate is
somehow illogical. We are confident that your shareholders see the logic
in Willamette sitting down with Weyerhaeuser. Provided additional value
was demonstrated, negotiation could result in an increased price for
your shareholders. If, as you say, you are "committed to delivering
value" we stand ready to negotiate.
Sincerely,
/s/ STEVEN R. ROGEL
Steven R. Rogel
Chairman, President and
Chief Executive Officer
On March 8, 2001, Willamette announced that the Willamette 2001 Annual
Meeting would be held on June 7, 2001. Also on that date, Willamette announced
that effective as of the date of the 2001 Annual Meeting, the size of the
Willamette Board would be reduced from 10 directors to nine, with three
directors serving in each class. As a result of the decrease in the size of the
Willamette Board, only three Class A directors will be elected at the Willamette
2001 Annual Meeting.
On March 12, 2001, Weyerhaeuser extended the Offer until 12:00 midnight, New
York City time, on Friday, May 18, 2001.
On March 23, 2001, Weyerhaeuser and the Purchaser filed a supplement to the
Definitive 2001 Annual Meeting Proxy Statement with the Commission in connection
with the solicitation of proxies from the shareholders of Willamette with
respect to voting to elect the Weyerhaeuser Nominees at the Willamette 2001
Annual Meeting. Weyerhaeuser and the Purchaser are now seeking the election of
Robert C. Lane, Thomas M. Luthy and Evelyn Cruz Sroufe to fill the positions of
the three existing Class A directors whose terms are expiring at the Willamette
2001 Annual Meeting.
On April 2, 2001, Weyerhaeuser sent the following letter to the Willamette
Board regarding the Offer:
April 2, 2001
Willamette Industries, Inc.
1300 SW Fifth Ave, Suite 3800
Portland OR 97201
Attention: The Board of Directors of Willamette Industries
Gentlemen:
As you know, we have been trying to open a meaningful dialogue
regarding a combination of Willamette and Weyerhaeuser. Working together
we can negotiate a transaction that maximizes value for the shareholders
and benefits the constituencies of both companies. We have refrained
from speculating about matters where more information was required to
accurately evaluate the
7
situation. However, Willamette management has made comments to the media
that have no basis in fact. We believe these comments only serve to
cause needless anxiety among your employees and in the communities in
which you operate, and create conflict where none exists.
Most recently, in a letter to the editor of the Business Journal of
Portland dated March 23, 2001, Duane McDougall, Willamette's president
and CEO, made statements that can only be characterized as speculation.
Mr. McDougall said of the proposed combination with Weyerhaeuser,
"hundreds, if not thousands, of people would likely lose their jobs." We
believe Mr. McDougall's statement is intended to mislead the public and
employees in an attempt to rally support against a combination with
Weyerhaeuser. We have been quite clear that we see minimal impact to the
combined employee base as a result of the transaction. Willamette has
repeatedly refused to engage in any discussions with Weyerhaeuser to
explore the merits of the proposed combination and obtain an informed
basis for beliefs about possible effects of the transaction.
Let's focus on the future and the facts--we believe a combination of
our two companies will benefit all Willamette and Weyerhaeuser
constituencies. As we have said, and repeat here again, we welcome
discussion with Willamette regarding this transaction, and if Willamette
can demonstrate additional value, Weyerhaeuser stands ready to
negotiate.
Sincerely,
/s/ STEVEN R. ROGEL
Steven R. Rogel
Chairman, President and CEO
On May 6, 2001, Mr. Rogel telephoned, but was unable to reach,
Mr. Swindells. Mr. Rogel then telephoned Mr. McDougall to discuss the
Purchaser's intention to increase the Offer Price and Weyerhaeuser's desire to
promptly negotiate a business combination transaction with Willamette.
On May 7, 2001, Weyerhaeuser sent the following letter to Mr. Swindells and
the Williamette Board in connection with the increased Offer Price:
May 7, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: William Swindells, Chairman
Dear Bill:
Weyerhaeuser is today announcing an increase in its cash offer for
all outstanding shares of Willamette to $50.00 per share. The increased
price also would be paid in the proposed second-step merger. This
increased price represents a 44% premium over Willamette's trading price
prior to Weyerhaeuser's first public announcement that it was seeking to
acquire Willamette last November. It also represents a substantial
premium of approximately 67% to Willamette's average share price for the
60 days prior to the November announcement.
Weyerhaeuser is as committed as ever to the proposed transaction,
even if that means replacing a majority of your Board with directors who
respect the wishes of Willamette shareholders. To that end, we are
soliciting proxies from Willamette shareholders for the election of
three nominees to your Board at your June 7 annual meeting. If these
nominees are elected to your Board at this annual meeting and Willamette
continues to refuse to negotiate, we intend, if necessary, to nominate a
slate of directors for election at Willamette's 2002 annual meeting.
8
Now is the time to negotiate the highest value for your
shareholders. We are increasing our offer today because we want to
negotiate a definitive agreement promptly. The price Weyerhaeuser is
ultimately willing to pay to acquire Willamette will be negatively
affected by any continued delay in negotiating a definitive merger
agreement.
In the interest of consummating a transaction promptly, enclosed
please find draft confidentiality and merger agreements that
Weyerhaeuser is prepared to sign. The merger agreement does not contain
many of the "deal protection" provisions, such as a "no-shop" provision,
"break-up" fee or other "lock-up" provision, typically included in
public company merger agreements. The agreement thus would allow the
Willamette Board to meet its fiduciary obligations while securing value
today for Willamette shareholders.
Weyerhaeuser firmly believes that a combination of our two companies
will result in a global forest products leader based in the Pacific
Northwest. In the interests of all of Willamette's constituencies, we
again ask that you negotiate a definitive agreement promptly.
I look forward to hearing from you soon.
Sincerely,
/s/ STEVEN R. ROGEL
Steven R. Rogel
Chairman, President and
Chief Executive Officer
Encl.
Copy to: Willamette Board of Directors
Copy (w/enclosures) to: Simpson Thacher & Bartlett
4. PURPOSE OF THE OFFER AND THE PROPOSED MERGER; PLANS FOR WILLAMETTE;
CERTAIN CONDITIONS.
The discussion set forth in Section 11 of the Offer to Purchase is hereby
amended and supplemented as follows:
SOLICITATION OF PROXIES IN RESPECT OF THE WILLAMETTE 2001 ANNUAL
MEETING. In light of the refusal of the Willamette Board to rescind the "poison
pill" Rights Plan and other defensive measures, Weyerhaeuser and the Purchaser
are soliciting proxies for the election of the three Weyerhaeuser Nominees,
Robert C. Lane, Thomas M. Luthy and Evelyn Cruz Sroufe, to replace the three
Willamette Class A directors whose terms will expire at the Willamette 2001
Annual Meeting, which Willamette has announced will be held June 7, 2001.
Weyerhaeuser expects that, if elected, and subject to their fiduciary duties to
Willamette and all the Willamette shareholders under applicable law, the
Weyerhaeuser Nominees will seek to cause the Willamette Board to approve the
Offer and the Proposed Merger. If, following the Willamette 2001 Annual Meeting,
a majority of the members of the Willamette Board do not support the Offer and
the Proposed Merger, Weyerhaeuser intends to nominate and seek proxies for the
election of additional directors at Willamette's 2002 annual meeting of
shareholders. Alternatively, Weyerhaeuser may seek to call a special meeting of
the Willamette shareholders to replace all members of the Willamette Board
(other than the Weyerhaeuser Nominees elected at the Willamette 2001 Annual
Meeting) with additional director nominees chosen by Weyerhaeuser.
PREFERRED STOCK PURCHASE RIGHTS. According to Willamette's Schedule 14D-9
filed with the Commission on December 5, 2000, the Willamette Board voted on
December 1, 2000 to defer the Distribution Date for the Rights as a result of
the commencement of the Offer until such later date as the Willamette Board may
subsequently determine. On December 12, 2000, Willamette disclosed that it had
amended the Rights Agreement to provide that after a person becomes an Acquiring
Person, the Rights may not be redeemed
9
and the provisions of the Rights Agreement may not be amended to make changes
that would adversely affect the interests of holders of Rights. The amendments
to the Rights Agreement are included as Exhibit (a)(5)(i) to Willamette's
Schedule 14D-9 Amendment No. 1 filed with the Commission on December 12, 2000.
AMENDMENTS TO BY-LAWS. On December 12, 2000, Willamette disclosed that it
had amended its By-laws with respect to the scheduling of Willamette's annual
meeting of shareholders and the procedures for submitting nominations for
directors or shareholder proposals to be considered by shareholders at an annual
or special meeting. One effect of the By-law amendments was to eliminate the
traditional date, the third Tuesday in April, for Willamette's annual meeting of
shareholders and to permit the Willamette Board to set the date for an annual
meeting in its discretion. The amended By-laws are included as
Exhibit (a)(5)(ii) to Willamette's Schedule 14D-9 Amendment No. 1 filed with the
Commission on December 12, 2000.
SEVERANCE ARRANGEMENTS AND CHANGES TO EMPLOYEE BENEFITS. On December 5,
2000, Willamette disclosed that it had entered into additional severance
agreements with 37 employees who receive an annual salary of $100,000 or more
and one additional employee. The form of the severance agreements is included as
Exhibit (e)(4) to Willamette's Schedule 14D-9 filed with the Commission on
December 5, 2000.
On December 12, 2000, Willamette disclosed that it had amended the
Willamette Industries Stock Purchase Plan to allow participants to determine
whether to tender Shares allocated to their accounts and to provide the Plan
Trustee with the authority to determine whether to tender those Shares for which
it does not receive instructions.
On December 18, 2000, Willamette disclosed that the total amount that would
be payable to the employees party to individual "golden parachute" severance
agreements as of that date if such employees were to cease employment with
Willamette under the circumstances contemplated in the agreements would be
approximately $60.0 million, exclusive of the additional payments, if any, that
would be required under the excise tax "gross-up" provisions of those
agreements.
On December 22, 2000, Willamette disclosed that it had adopted two new
employee severance plans providing severance benefits to all salaried employees
other than officers and top management personnel. The forms of these two
severance plans are included as Exhibits (e)(5) and (e)(6) to Willamette's
Schedule 14D-9 Amendment No. 3 filed with the Commission on December 22, 2000.
On that same day, Willamette disclosed that it had amended its severance
agreements with 11 executives to allow such executives to resign for any reason
during a one-month period following the first anniversary of a change in control
of Willamette and still receive full benefits under those agreements. The form
of amendment to the severance agreements with the 11 executives is included as
Exhibit (e)(7) to Willamette's Schedule 14D-9 Amendment No. 3. Willamette also
amended the Willamette Industries Stock Purchase Plan to provide that upon a
change in control all Shares held by a participant will become fully vested.
The foregoing descriptions of the amendments to the Rights Agreement, the
Willamette By-laws and Willamette's severance arrangements are based solely on
public filings made by Willamette and are qualified in their entirety by
reference to the filings referred to above.
5. SOURCE AND AMOUNT OF FUNDS.
The discussion set forth in Section 12 of the Offer to Purchase is hereby
amended and supplemented as follows:
As a result of the increase in the Offer Price, the Purchaser estimates that
the total amount of funds now required to acquire the outstanding Shares
pursuant to the Offer and to pay related fees and expenses will be approximately
$5.7 billion. The Purchaser expects to obtain the funds required to consummate
the Offer through capital contributions or advances made by Weyerhaeuser.
10
INCREASE IN PROPOSED CREDIT FACILITIES. Parent has obtained an amended and
restated commitment letter in respect of the commitment letter (as amended, the
"Commitment Letter") previously provided by Morgan Stanley Senior
Funding, Inc., J.P. Morgan Securities Inc., formerly known as Chase Securities
Inc., and The Chase Manhattan Bank. The Commitment Letter now provides for
senior bank financing under the Proposed Credit Facilities to Weyerhaeuser in
the aggregate amount of $5.7 billion. The Proposed Credit Facilities will be
comprised of:
- a 364-day revolving credit facility in the aggregate amount of
$1.21 billion which Weyerhaeuser may, at its option, renew for an
additional 12 months provided no default has occurred;
- a 5-year revolving credit facility in the aggregate amount of
$2.06 billion; and
- a bridge revolving credit facility in the aggregate amount of
$2.43 billion which will mature either 18 or 24 months after the closing
date of the Proposed Credit Facilities depending on Weyerhaeuser's
long-term unsecured debt rating.
Other than the increase to the borrowing amounts of the Proposed Credit
Facilities, the terms and conditions described in the Offer to Purchase with
respect to the Commitment Letter and the Proposed Credit Facilities remain in
effect.
The foregoing descriptions of the Commitment Letter and the Proposed Credit
Facilities are qualified in their entirety by reference to the Commitment
Letter, a copy of which is filed as Exhibit (b)(2) to the Schedule TO.
THE OFFER IS NOT CONDITIONED ON EITHER WEYERHAEUSER OR THE PURCHASER
OBTAINING FINANCING.
6. DIVIDENDS AND DISTRIBUTIONS.
The discussion set forth in Section 13 of the Offer to Purchase is hereby
amended and supplemented as follows:
The first sentence of the second paragraph of Section 13 of the Offer to
Purchase is hereby amended and restated to read in its entirety as follows:
If, on or after November 28, 2000, Willamette declares or pays any cash
dividend on the Shares or other distribution on the Shares (except for regular
quarterly cash dividends on the Shares not in excess of $0.23 per Share having
customary and usual record dates and payment dates), or issues with respect to
the Shares any additional Shares, shares of any other class of capital stock,
other voting securities or any securities convertible into, or rights, warrants
or options, conditional or otherwise, to acquire, any of the foregoing, payable
or distributable to shareholders of record on a date prior to the transfer of
the Shares purchased pursuant to the Offer to the Purchaser or its nominee or
transferee on Willamette's stock transfer records, then, subject to the
provisions of Section 14 of the Offer to Purchase, (1) the Offer Price may, in
the sole discretion of the Purchaser, be reduced by the amount of any such cash
dividends or cash distributions and (2) the whole of any such noncash dividend,
distribution or issuance to be received by the tendering shareholders will
(a) be received and held by the tendering shareholders for the account of the
Purchaser and will be required to be promptly remitted and transferred by each
tendering shareholder to the Depositary for the account of the Purchaser,
accompanied by appropriate documentation of transfer, or (b) at the direction of
the Purchaser, be exercised for the benefit of the Purchaser, in which case the
proceeds of such exercise will promptly be remitted to the Purchaser.
11
7. CERTAIN CONDITIONS TO THE OFFER.
The discussion set forth in Section 14 of the Offer to Purchase is hereby
amended and supplemented as follows:
Weyerhaeuser received early termination of the waiting period under the HSR
Act on December 14, 2000. Accordingly, the condition of the Offer relating to
the expiration and termination of all waiting periods imposed by the HSR Act has
been satisfied.
With the exception of the HSR Condition, the Offer remains subject to all
the conditions contained in the Offer to Purchase, as amended by this
Supplement. Except as expressly set forth in this Supplement, Weyerhaeuser and
the Purchaser have not to the date of this Supplement waived, amended or deemed
satisfied any of the conditions to the Offer. See the Introduction, Section 11
and Section 14 of the Offer to Purchase and the Introduction to this Supplement.
Clause (7) of subparagraph (d) of Section 14 in the Offer to Purchase is
hereby amended and restated to read in its entirety as follows:
(7) any decline in either the Dow Jones Industrial Average or the
Standard & Poor's Index of 500 Industrial Companies by an amount in excess
of 15% measured from the close of business on May 7, 2001.
Clauses (3) and (4) of subparagraph (e) of Section 14 in the Offer to
Purchase are hereby amended and restated to read in their entirety as follows:
(3) issued, distributed or sold, or authorized or proposed the issuance,
distribution or sale of, additional Shares, other than Shares issued or sold
upon the exercise or conversion (in accordance with the publicly disclosed
terms thereof) of employee stock options outstanding on December 31, 2000,
or issued since that date in the ordinary course of business consistent with
past practice, shares of any other class of capital stock or other equity
interests, other voting securities, debt securities or any securities
convertible into, or rights, warrants or options, conditional or otherwise,
to acquire, any of the foregoing; (4) declared, paid or proposed to declare
or pay any cash dividend or other distribution on any shares of capital
stock of Willamette (except for regular quarterly cash dividends on the
Shares not in excess of $0.23 per Share having customary and usual record
dates and payment dates).
Clauses (9), (10) and (11) of subparagraph (e) of Section 14 of the Offer to
Purchase are hereby amended and restated to read in their entirety as follows:
(9) entered into any new employment, change in control, severance,
executive compensation or similar agreement, arrangement or plan with or for
one or more of its employees, consultants or directors, or entered into or
amended, or made grants or awards pursuant to, any agreements, arrangements
or plans so as to provide for increased benefits to one or more employees,
consultants or directors, whether or not as a result of or in connection
with the transactions contemplated by the Offer or the Proposed Merger,
except for the new severance arrangements entered into with employees
disclosed in Willamette's Schedule 14D-9 filings on December 5, 2000 and
December 22, 2000; (10) except as may be required by law, taken any action
to terminate or amend any employee benefit plan (as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended) of
Willamette or any of its subsidiaries, or the Purchaser shall have become
aware of any such action which was not previously disclosed in publicly
available filings, except for the changes to the Willamette Industries Stock
Purchase Plan disclosed in Willamette's Schedule 14D-9 filings on
December 12, 2000 and December 22, 2000 or (11) amended or authorized or
proposed any amendment to their respective articles of incorporation or
by-laws or similar organizational documents, or the Purchaser shall become
aware that Willamette or any of its subsidiaries shall have proposed or
adopted any such amendment which shall not have been previously disclosed
(other than any amendment to the Articles of Incorporation or the By-laws
which provides that the Oregon Control Share Act shall not apply to the
12
Purchaser and its affiliates with respect to the transactions contemplated
by the Offer to Purchase and this Supplement and other than the amendments
to the By-laws disclosed in Willamette's Schedule 14D-9 filing on
December 12, 2000).
Willamette has publicly disclosed the existence of two purported shareholder
class action lawsuits against Willamette in respect of the Offer. Based on the
public disclosure regarding these class actions to date, the Purchaser does not
intend to assert that the existence of such class actions results in the failure
of the condition specified in subclause (1)(C) of paragraph (a) of Section 14 in
the Offer to Purchase. Should additional information regarding these class
actions become available to the Purchaser or should an adverse development in
any such class action occur after the date hereof, the Purchaser reserves the
absolute right, in its sole discretion, to assert the failure of such condition
at any time and from time to time.
Certain conditions of the Offer refer to a determination to be made by the
Purchaser in its "sole discretion" or "sole judgment". If any such determination
by the Purchaser is not made on a reasonable basis in light of publicly known
events, facts or circumstances, the Purchaser will extend the Expiration Date
until at least five business days following public disclosure by the Purchaser
of such determination. The Purchaser reserves the absolute right, in its sole
discretion, to assert or waive any condition at any time and from time to time,
subject to the rules of the Commission.
8. CERTAIN LEGAL MATTERS SINCE NOVEMBER 29, 2000; REQUIRED REGULATORY
APPROVALS SINCE NOVEMBER 29, 2000.
The discussion set forth in Section 15 of the Offer to Purchase is hereby
amended and supplemented as follows:
ANTITRUST. On December 14, 2000, Weyerhaeuser was advised by the FTC that
early termination had been granted for the waiting period under the HSR Act with
respect to the Offer and the Proposed Merger.
SHAREHOLDER LIST LITIGATION. On November 29, 2000, concurrent with the
commencement of the Offer, Weyerhaeuser and the Purchaser demanded that
Willamette provide for inspection and copying various books and records and
shareholder list materials pursuant to Sections 60.774(1) and 60.774(2) of the
OBCA. On December 7, 2000, Willamette provided certain of the materials demanded
by Weyerhaeuser and the Purchaser. On December 8, 2000, Weyerhaeuser and the
Purchaser delivered a letter to Willamette demanding specified shareholder list
materials omitted by Willamette in its December 7, 2000 delivery. On
December 11, 2000, Willamette communicated that it would not produce the omitted
shareholder list materials. On December 12, 2000, Weyerhaeuser and the Purchaser
commenced litigation in the circuit court for the county of Multnomah, Oregon to
compel Willamette to make available for inspection and copying by Weyerhaeuser
and the Purchaser various shareholder list materials available to Willamette to
communicate with its shareholders. A copy of the Petition for Alternative Writ
of Mandamus filed by Weyerhaeuser and the Purchaser is included as
Exhibit (a)(5)(C) to Weyerhaeuser's Schedule TO Amendment No. 4 filed with the
Commission on December 13, 2000.
On December 28, 2000, the circuit court for the county of Multnomah, Oregon
issued an order requiring Willamette to provide for inspection and copying by
Weyerhaeuser and the Purchaser various shareholder list materials that
Willamette had previously refused to provide. A copy of the order is included as
Exhibit (a)(5)(G) to Weyerhaeuser's Schedule TO Amendment No. 8 filed with the
Commission on December 28, 2000.
The foregoing description of the shareholder list litigation is qualified in
its entirety by reference to the Petition for Alternative Writ of Mandamus and
court order referred to above.
13
9. MISCELLANEOUS.
Weyerhaeuser and the Purchaser have filed with the Commission amendments to
the Tender Offer Statement on Schedule TO furnishing additional information with
respect to the Offer, and may file further amendments thereto. The Schedule TO
and any and all amendments thereto, including exhibits, may be examined and
copies may be obtained from the principal office of the Commission in the same
manner as described in Section 8 of the Offer to Purchase with respect to
information concerning Willamette.
Except as modified by this Supplement and any amendments to the
Schedule TO, the terms and conditions set forth in the Offer to Purchase remain
applicable in all respects to the Offer, and this Supplement should be read in
conjunction with the Offer to Purchase and the revised (pink) Letter of
Transmittal.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF WEYERHAEUSER OR THE PURCHASER NOT CONTAINED HEREIN,
IN THE OFFER TO PURCHASE OR IN THE REVISED LETTER OF TRANSMITTAL, AND IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED.
Company Holdings, Inc.
May 7, 2001
14
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Shares
and any other required documents should be sent or delivered by each shareholder
of Willamette or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth below:
THE DEPOSITARY FOR THE OFFER IS:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
EquiServe EquiServe EquiServe
Corporate Actions Department c/o Securities Transfer and Corporate Actions Department
P.O. Box 842010 Reporting Services, Inc. 40 Campanelli Drive
Boston, MA 02284-2010 Attn: Corporate Actions Braintree, MA 02184
Department
100 William Street, Galleria
New York, NY 10038
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(781) 575-4826 OR
(781) 575-4827
CONFIRMATION RECEIPT OF FACSIMILE BY TELEPHONE ONLY:
(781) 575-4816
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of the Offer to Purchase, this Supplement the
Letter of Transmittal and other tender offer materials may be obtained from the
Information Agent, and will be furnished promptly at the Purchaser's expense.
You may also contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[INNISFREE M&A INCORPORATED LOGO]
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Please Call Toll-free: (877) 750-5838
THE DEALER MANAGER FOR THE OFFER IS:
MORGAN STANLEY DEAN WITTER
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(212) 761-6945
[Weyerhaeuser Company
Logo]
News Release
For Immediate Release
WEYERHAEUSER RAISES OFFER FOR WILLAMETTE TO $50 PER SHARE
Federal Way, Washington, May 7, 2001 - Weyerhaeuser Company (NYSE: WY) today
announced that it has increased the price of its fully financed cash tender
offer for all outstanding shares of Willamette Industries(NYSE: WLL) common
stock to $50 per share from $48 per share. Weyerhaeuser disclosed the
increased offer price in a letter sent today to William Swindells, Chairman
of Willamette, and to the company's board of directors from Steven R. Rogel,
Weyerhaeuser chairman, president and chief executive officer. The full text
of the letter follows:
May 7, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: William Swindells
Chairman
Dear Bill:
Weyerhaeuser is today announcing an increase in its cash offer for all
outstanding shares of Willamette to $50.00 per share. The increased price
also would be paid in the proposed second-step merger. This increased
price represents a 44% premium over Willamette's trading price prior to
Weyerhaeuser's first public announcement that it was seeking to acquire
Willamette last November. It also represents a substantial premium of
approximately 67% to Willamette's average share price for the 60 days
prior to the November announcement.
Weyerhaeuser is as committed as ever to the proposed transaction, even if
that means replacing a majority of your Board with directors who respect
the wishes of Willamette shareholders. To that end, we are soliciting
proxies from Willamette shareholders for the election of three nominees to
your Board at your June 7 annual meeting. If these nominees are elected to
your Board at this annual meeting and Willamette continues to refuse to
negotiate, we intend, if necessary, to nominate a slate of directors for
election at Willamette's 2002 annual meeting.
-more-
-2-
Now is the time to negotiate the highest value for your shareholders. We
are increasing our offer today because we want to negotiate a definitive
agreement promptly. The price Weyerhaeuser is ultimately willing to pay to
acquire Willamette will be negatively affected by any continued delay in
negotiating a definitive merger agreement.
In the interest of consummating a transaction promptly, enclosed please
find draft confidentiality and merger agreements that Weyerhaeuser is
prepared to sign. The merger agreement does not contain many of the "deal
protection" provisions, such as a "no-shop" provision, "break-up" fee or
other "lock-up" provision, typically included in public company merger
agreements. The agreement thus would allow the Willamette Board to meet
its fiduciary obligations while securing value today for Willamette
shareholders.
Weyerhaeuser firmly believes that a combination of our two companies will
result in a global forest products leader based in the Pacific Northwest.
In the interests of all of Willamette's constituencies, we again ask that
you negotiate a definitive agreement promptly.
I look forward to hearing from you soon.
Sincerely,
/s/ Steven R. Rogel
Steven R. Rogel
Chairman, President and Chief Executive Officer
Encl.
Copy to: Willamette Board of Directors
Copy (w/ enclosures) to: Simpson Thacher & Bartlett
Weyerhaeuser added that the revised tender offer for all outstanding shares of
Willamette remains scheduled to expire on May 18, 2001 at 12:00 midnight New
York City time.
-more-
-3-
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 $50.00 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 Friday, May 18, 2001. 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.
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.
Today's news release, along with other news about Weyerhaeuser, is available on
the Internet at www.weyerhaeuser.com.
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