SC 14D9/A 1 0001.txt AMENDMENT NO. 2 TO SCHEDULE 14D-9 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 2 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 FORT JAMES CORPORATION (NAME OF SUBJECT COMPANY) FORT JAMES CORPORATION (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $.10 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) 347471104 (CUSIP NUMBER OF CLASS OF SECURITIES) CLIFFORD A. CUTCHINS IV SENIOR VICE PRESIDENT GENERAL COUNSEL AND CORPORATE SECRETARY FORT JAMES CORPORATION 1650 LAKE COOK ROAD DEERFIELD, ILLINOIS 60015-4753 (847) 317-5000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) --------------- COPIES TO: PATRICIA A. VLAHAKIS, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ This Statement amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Fort James Corporation, a Virginia corporation (the "Company"), filed with the Securities and Exchange Commission on October 13, 2000 (the "Schedule 14D-9"), as amended by Amendment No. 1 to Schedule 14D-9, filed with the Securities and Exchange Commission on October 16, 2000 (the "Amendment No.1"), with respect to the offer made by Fenres Acquisition Corp. ("Purchaser"), a Virginia corporation and a wholly owned subsidiary of Georgia-Pacific Corporation, a Georgia corporation ("Georgia-Pacific"), to exchange for each issued and outstanding share of Common Stock, par value $.10 per share, of the Company (including the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated as of February 26, 1999, between the Company and Norwest Bank Minnesota, N.A., as Rights Agent, as amended by Amendment No. 1, dated as of July 16, 2000, between the Company and Wells Fargo Bank Minnesota N.A. (successor to Norwest Bank Minnesota, N.A.), the "Shares"), (a) $29.60, net to the seller in cash, and (b) .2644 shares of Georgia-Pacific Group common stock, par value $.80 per share (including the preferred share purchase rights associated therewith), subject to the limitation described in the prospectus relating to the exchange offer, dated October 13, 2000 (the "Prospectus"), and upon the terms and subject to the conditions set forth in the Prospectus, and in the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Prospectus, as amended or supplemented from time to time, constitute the "Offer"). ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended by adding thereto the following: EXHIBIT NUMBER DESCRIPTION ================================================================================ (a)(8) Notice to Fort James Employees Participating in the 401(k) Plan, dated October 13, 2000, and Related Documents SIGNATURES After reasonable 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. FORT JAMES CORPORATION By: /s/ Clifford A. Cutchins IV -------------------------------- Name: Clifford A. Cutchins IV Title: Senior Vice President, General Counsel and Corporate Secretary Date: October 18, 2000 2 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ================================================================================ (a)(8) Notice to Fort James Employees Participating in the 401(k) Plan, dated October 13, 2000, and Related Documents