Exhibit 99(c)(3)
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT dated as of December 14, 1999, to the Agreement
and Plan of Merger, dated as of November 23, 1999 (the "Merger
Agreement"), among Weyerhaeuser Company, a Washington corporation
("Parent"), WTJ, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), and TJ International, Inc, a Delaware
corporation (the "Company").
WHEREAS Parent, Sub and the Company have entered into the Merger
Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The second sentence of Section 3.03(a) of the Merger Agreement is
hereby amended so that it shall now read in its entirety:
"At the close of business on November 17, 1999, (i) 18,351,054
shares of Company Common Stock were issued, of which 15,513,496
shares of Company Common Stock were issued and outstanding and
2,837,558 shares of Company Common Stock were held by the Company in
its treasury, (ii) 1,097,719 shares of Company Authorized Preferred
Stock were issued and outstanding, consisting entirely of shares of
Company Preferred Stock, (iii) 1,097,719 shares of Company Common
Stock were reserved for issuance upon conversion of outstanding
shares of Company Preferred Stock, 1,671,436 shares of Company
Common Stock were reserved for issuance pursuant to exercise of
outstanding Company Employee Stock Options (as defined in Section
6.04(d)) and 550,564 additional shares of Company Common Stock were
reserved for issuance pursuant to the Company Stock Plans (as
defined in Section 6.04(d)), and (iv) 185,000 shares of Series A
Junior Participating Preferred Stock, par value $1.00 per share (the
"Junior Preferred Stock"), of the Company were reserved for issuance
in connection with the rights (the "Company Rights") issued pursuant
to the Rights Agreement dated as of August 26, 1999, between the
Company and First Chicago Trust Company of New York, as Rights Agent
(as amended from time to time, the "Company Rights Agreement")."
2. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Merger Agreement.
3. This First Amendment to the Merger Agreement shall be deemed to
be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of
such State.
4. This First Amendment to the Merger Agreement may be executed in
any number of counterparts. It shall not be necessary that the signature of or
on behalf of each party appears on each counterpart, but it shall be
sufficient that the signature of or on behalf of each party appears on one or
more of the counterparts. All counterparts shall collectively constitute a
single agreement.
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5. Except as expressly set forth herein, this First Amendment to the
Merger Agreement shall not by implication or otherwise alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Merger Agreement, all of which shall continue in
full force and effect.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Amendment to be signed by their respective officers thereunto duly authorized
as of the date first written above.
WTJ, INC.
By /s/ Xxxxx X. XxXxxx
----------------------------
Name: Xxxxx X. XxXxxx
Title: Secretary
WEYERHAEUSER COMPANY
By /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
TJ INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and Chief
Executive Officer
