Willamette Industries Inc – ‘8-K’ for 2/11/02

On:  Tuesday, 2/26/02   ·   For:  2/11/02   ·   Accession #:  950157-2-105   ·   File #:  1-12545

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report -- form8-k                              3     11K 

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=============================================================================== 

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549  

FORM 8-K  

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of the  
Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): 
February 11, 2002 

WILLAMETTE INDUSTRIES, INC. 
(Exact name of registrant as specified in its charter)  

        OREGON                        1-12545                 93-0312940
(State or other jurisdiction    (Commission File Number)       (IRS Employer  
       of incorporation)                                     Identification No.)

1300 S.W. Fifth Avenue, Suite 3800  
Portland, Oregon 97201  
(address of principal executive offices)  
(Zip Code)  

Registrant's telephone number, including area code: (503) 227-5581  

N/A 
(Former name or former address, if changed since last report) 

=============================================================================== 

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Item 1.  Change in Control of Registrant                                        

On February 11, 2002, Company Holdings, Inc., a Washington  
corporation ("CHI") and a direct wholly owned subsidiary of Weyerhaeuser        
Company, a Washington corporation ("Weyerhaeuser"), announced the expiration    
of, and acceptance for payment of shares in, its cash tender offer (the "Offer")
for all of the outstanding shares ("Shares") of common stock, par value $.50    
per share, of Willamette Industries, Inc., an Oregon corporation                
("Willamette"). In the Offer, CHI acquired an aggregate of 106,822,511 Shares,  
representing approximately 97.0% of Willamette's outstanding common stock.      

     Under the terms of the previously announced Agreement and Plan of
Merger (the "Merger Agreement") dated January 28, 2002, among Weyerhaeuser,     
CHI and Willamette, and upon the satisfaction or waiver of certain conditions,  
CHI will be merged (the "Merger") with and into Willamette with Willamette      
surviving the Merger as a wholly owned subsidiary of Weyerhaeuser. In the       
Merger, all remaining Shares, other than Shares owned by Willamette,            
Weyerhaeuser or CHI, will be converted into the right to receive $55.50 per     
share in cash without interest. The Merger is expected to occur on or about     
March 14, 2002. Pursuant to the Merger Agreement, effective as of February 11,  
2002, the following actions were taken:                                         

o         Winslow H. Buxton, Robert C. Lane, Thomas M. Luthy,   
      Joseph Prendergast, Evelyn Cruz Sroufe and William
   Swindells resigned from the Willamette Board of
Directors (the "Willamette Board");         

o         Willamette's By-laws were amended to reduce the       
   size of the Willamette Board from nine to seven
directors;                                  

o         Robert A. Dowdy, Richard E. Hanson, Steven R. Rogel   
      and William C. Stivers (each of whom is an officer
     of Weyerhaeuser) were appointed to the Willamette
     Board, with Steven R. Rogel appointed Chairman of
the Board; and                              

o         The Executive Committee of the Willamette Board was   
reconstituted to consist of Robert A. Dowdy,
     Richard E. Hanson, Steven R. Rogel and William C.
       Stivers, with Steven R. Rogel appointed Chairman of
the Executive Committee.                    

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SIGNATURES  

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned hereunto duly authorized.                                           

                           WILLAMETTE INDUSTRIES, INC.

  by

                       /s/ RICHARD E. HANSON
                                      ------------------------------------
                          Name:  Richard E. Hanson
                                 Title: Executive Vice President
                                   and Chief Operating
                       Officer

Dated: February 26, 2002                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/14/02		2
Filed on:		2/26/02		3
For Period End:		2/11/02		1		2			SC 13D,  SC 14D9/A,  SC TO-T/A
		1/28/02		2					SC 13G/A
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