<PAGE>
Exhibit 99(a)(1)(H)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OR RIGHTS. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE
DATED NOVEMBER 29, 2000 (THE "OFFER TO PURCHASE") AND THE RELATED LETTER OF
TRANSMITTAL AND IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF) HOLDERS OF SHARES OR RIGHTS IN ANY JURISDICTION IN WHICH THE MAKING
OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS
OF SUCH JURISDICTION. IN ANY JURISDICTION WHERE SECURITIES, BLUE SKY OR OTHER
LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER
SHALL BE DEEMED MADE ON BEHALF OF THE PURCHASER BY MORGAN STANLEY & CO.
INCORPORATED OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE
LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE RELATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WILLAMETTE INDUSTRIES, INC.
AT
$48.00 NET PER SHARE
BY
COMPANY HOLDINGS, INC.,
A WHOLLY OWNED SUBSIDIARY OF
WEYERHAEUSER COMPANY
Company Holdings, Inc., a Washington corporation (the "Purchaser") and a
wholly owned subsidiary of Weyerhaeuser Company, a Washington corporation
("Parent"), is offering to purchase (1) all the outstanding shares ("Shares") of
common stock, par value $0.50 per share, of Willamette Industries, Inc. (the
"Company"), an Oregon corporation, and (2) unless and until validly redeemed by
the Board of Directors of the Company, the related rights to purchase shares of
Series B Junior Participating Preferred Stock, par value $0.50 per share, of the
Company (the "Rights") issued pursuant to the Rights Agreement, dated as of
February 25, 2000, by and between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (as amended from time to time, the "Rights
Agreement"), at a price of $48.00 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 in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer").
Unless the context otherwise requires, all references to the Shares herein
include the associated Rights, and all references to the Rights include the
benefits that may inure to the holders of the Rights pursuant to the Rights
Agreement. Unless the Rights are redeemed prior to the Expiration Date (as
defined herein), holders of Shares will be required to tender one associated
Right for each Share tendered in order to effect a valid tender of such Share.
Accordingly, shareholders who sell their Rights separately from their Shares and
do not otherwise acquire Rights may not be able to satisfy the requirements of
the Offer for the tender of Shares.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, JANUARY 4, 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 THAT
WOULD REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON
A FULLY DILUTED BASIS, (2) THE COMPANY'S BOARD OF DIRECTORS REDEEMING THE RIGHTS
OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE
BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED
MERGER (AS DEFINED 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 THE COMPANY 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 OFFER AND THE PROPOSED MERGER, (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 THE COMPANY'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 MERGER OR ANY OTHER
BUSINESS COMBINATION INVOLVING THE COMPANY AND THE PURCHASER OR ANY OTHER
SUBSIDIARY OF PARENT AND (5) THE EXPIRATION OR TERMINATION OF ALL WAITING
PERIODS IMPOSED BY THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED, AND THE REGULATIONS THEREUNDER.
The purpose of the Offer is for Parent to acquire control of, and ultimately
the entire equity interest in, the Company. The Offer, as the first step in the
acquisition of the Company, is intended to facilitate the acquisition of all
outstanding Shares. Parent currently intends, promptly following consummation of
the Offer, to seek to have the Company consummate a second-step merger or
similar business combination with the Purchaser or another direct or indirect
wholly owned subsidiary of Parent (the "Proposed Merger"), pursuant to which
each then outstanding Share (other than Shares held by the Purchaser or Parent)
will be converted into the right to receive an amount in cash equal to the
highest price per share paid in the Offer.
PARENT AND THE PURCHASER ARE SEEKING TO NEGOTIATE WITH THE COMPANY WITH
RESPECT TO THE COMBINATION OF THE COMPANY WITH PARENT. THE PURCHASER RESERVES
THE RIGHT TO AMEND THE OFFER (INCLUDING AMENDING THE NUMBER OF SHARES TO BE
PURCHASED, THE OFFER PRICE AND THE PROPOSED MERGER CONSIDERATION) UPON ENTERING
INTO A MERGER AGREEMENT WITH THE COMPANY, OR TO NEGOTIATE A MERGER AGREEMENT
WITH THE COMPANY NOT INVOLVING A TENDER OFFER PURSUANT TO WHICH THE PURCHASER
WOULD TERMINATE THE OFFER AND THE SHARES WOULD, UPON CONSUMMATION OF SUCH
MERGER, BE CONVERTED INTO CASH, PARENT COMMON STOCK, AND/OR OTHER SECURITIES IN
SUCH AMOUNTS AS ARE NEGOTIATED BY PARENT, THE PURCHASER AND THE COMPANY.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered to the Purchaser and not
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance for payment of such Shares. Upon the
terms and subject to the conditions of the Offer, payment for Shares accepted
for payment pursuant to the Offer will be made by deposit of the purchase price
therefor with the Depositary for the Offer, which will act as agent for
tendering shareholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering shareholders. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (a) certificates for such Shares ("Share
Certificates") and, if applicable, certificates representing the related Rights
("Rights Certificates") or timely confirmation of book-entry transfer of such
Shares and, if applicable, Rights into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the book-entry transfer procedures described in Section 3 of the Offer to
Purchase, (b) a Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase), and (c) any other documents required by the Letter of Transmittal.
Upon the deposit of funds with the Depositary for the purpose of making payments
to tendering shareholders, the Purchaser's obligation to make such payment shall
be satisfied and tendering shareholders must thereafter look solely to the
Depositary for payment of amounts owed to them by reason of the acceptance for
payment of Shares pursuant to the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST
BE PAID ON THE PURCHASE PRICE OF ANY SHARES TO BE PAID BY THE PURCHASER,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
The Purchaser will pay any stock transfer taxes incident to the transfer to it
of validly tendered Shares, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, as well as any charges of the Depositary and Information
Agent.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Thursday, January 4, 2001, unless and until the Purchaser, in its sole
discretion, shall have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall mean the latest time and
date at which the Offer, as so extended by the Purchaser, will expire. Subject
to the applicable rules and regulations of the Securities and Exchange
Commission, the Purchaser reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
or facts set forth in Section 14 of the Offer to Purchase shall have occurred,
to extend the period of time during which the Offer is open and thereby delay
acceptance for payment of, and the payment for, any Shares, by giving oral or
written notice of such extension to the Depositary. Under no circumstances will
interest be paid on the purchase price for tendered Shares, whether or not the
Purchaser exercises its right to extend the Offer. Any such extension will be
followed by a public announcement thereof no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
The Purchaser has no intention of making available a "subsequent offering
period" (within the meaning of Rule 14d-11 under the Securities Exchange Act of
1934, as amended), but has the right to do so under Rule 14d-11.
If the Purchaser extends the Offer or if the Purchaser is delayed in its
acceptance for payment of or payment (whether before or after its acceptance for
payment of Shares) for Shares or it is unable to pay for Shares pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser and
subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares on
behalf of the Purchaser, and such Shares may not be withdrawn except to the
extent tendering shareholders are entitled to withdrawal rights as described in
Section 4 of the Offer to Purchase.
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if Share Certificates are submitted representing more Shares than are
tendered, certificates representing unpurchased or untendered Shares will be
returned, without expense to the tendering shareholder (or, in the case of
Shares delivered by book-entry transfer pursuant to the procedures set forth in
Section 3 of the Offer to Purchase, such Shares will be credited to an account
maintained within the Book-Entry Transfer Facility), as promptly as practicable
following the expiration, termination or withdrawal of the Offer. In the event
separate Rights Certificates are issued, similar action will be taken with
respect to unpurchased and untendered Rights.
Except as otherwise provided below, tenders of Shares and, if applicable,
Rights made pursuant to the Offer are irrevocable. Shares and Rights tendered
pursuant to the Offer may be withdrawn at any time on or prior to the Expiration
Date and, unless theretofore accepted for payment by the Purchaser pursuant to
the Offer, may also be withdrawn at any time after January 27, 2001 (or such
later date as may apply in case the Offer is extended). A withdrawal of a Share
will also constitute a withdrawal of the related Right. Rights may not be
withdrawn unless the related Shares are also withdrawn.
To be effective, a notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person who
tendered the Shares or Rights to be withdrawn, the number of Shares or Rights to
be withdrawn and the name of the registered holder of the Shares or Rights to be
withdrawn, if different from the name of the person who tendered the Shares or
Rights. If Share Certificates or Rights Certificates evidencing Shares or Rights
to be withdrawn have been delivered or otherwise identified to the Depositary,
then, prior to the physical release of such certificates, the serial numbers
shown on such certificates must be submitted to the Depositary and, unless such
Shares and Rights have been tendered by an Eligible Institution, the signatures
on the notice of withdrawal must be guaranteed by an Eligible Institution. If
Shares or Rights have been delivered pursuant to the procedures for book-entry
transfer as set forth in Section 3 of the Offer to Purchase, any notice of
withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares or Rights
and otherwise comply with the Book-Entry Transfer Facility's procedures.
Withdrawals of Shares or Rights may not be rescinded. Any Shares or Rights
properly withdrawn will be deemed not validly tendered for purposes of the
Offer, but may be retendered at any subsequent time prior to the Expiration Date
by following any of the procedures described in the Offer to Purchase. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser in its sole discretion, which
determination will be final and binding.
A request is being made to the Company pursuant to Rule 14d-5 under the
Exchange Act for the use of the Company's shareholder lists and security
position listings for the purpose of disseminating the Offer to shareholders.
Upon compliance by the Company with this request, the Offer to Purchase and the
related Letter of Transmittal and other relevant materials will be mailed to
record holders of Shares and furnished to brokers, dealers, banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the Company'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.
The receipt of cash in the Offer or the Proposed Merger in exchange for
Shares will be a taxable transaction for U.S. federal income tax purposes and
may also be a taxable transaction under applicable state, local or foreign
income or other tax laws. Shareholders should consult their tax advisors about
the particular effect the proposed transactions will have on their Shares.
The information required to be disclosed by Rule 14d-6(d)(1) under the
Exchange Act is contained in the Offer to Purchase and is incorporated herein by
reference.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHAREHOLDERS SHOULD READ BEFORE MAKING ANY DECISION WITH
RESPECT TO THE OFFER.
Requests for copies of the Offer to Purchase, the Letter of Transmittal and
all other tender offer materials may be directed to the Information Agent as set
forth below, and copies will be furnished promptly at the Purchaser's expense.
No fees or commissions will be payable to brokers, dealers or other persons
(other than the Dealer Manager and the Information Agent) for soliciting tenders
of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[INNISFREE 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
November 29, 2000
